Common use of Delivery of Merger Consideration Clause in Contracts

Delivery of Merger Consideration. (a) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable.

Delivery of Merger Consideration. (a) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (CB) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter NCC Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter NCC Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter NCC Common Stock that is not registered in the stock transfer records of CharterNCC, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter NCC Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than seven days following the Effective Time, WSFS shall cause the Exchange Agent to mail to each Holder of a Certificate or Book-Entry Share notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon (ai) Upon surrender with respect to shares evidenced by Certificates, proper delivery of the Certificates and the transmittal materials, duly, completely and validly executed in accordance with the instructions thereto, to the Exchange Agent (and such other documents as the Exchange Agent may reasonably request) and (ii) with respect to Book-Entry Shares, proper delivery of its Certificate(san “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence (if any) of the transfer as the Exchange Agent may reasonably request). Upon proper surrender of a Certificate or Book-Entry Share(s)Shares for exchange and cancellation to the Exchange Agent, accompanied by a properly together with the appropriate transmittal materials, duly completed Letter and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Holder of Transmittal, a Holder will such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, as applicable, therefor (ix) the Merger Consideration in non-certificated book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) form and (iiy) cash in an a check representing the amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) of any cash in lieu of fractional shares of CenterState Common Stock (which such Holder shall have become entitled has the right to receive pursuant to Section 2.04, 2.4) and (C) any dividends or distributions which the Holder thereof has the right to receive pursuant to Section 3.1(d), in each case which such Holder shall have become entitled has the right to receive in respect of the Certificate or Book-Entry Share surrendered pursuant to Section 2.08(b)the provisions of this ARTICLE 3, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. CenterState shall direct No interest will be paid or accrued for the Exchange Agent to provide to each such Holder benefit of Charter Common Stock (x) Holders on the applicable Merger Consideration, (y) Consideration or any cash in lieu of fractional shares payable upon the surrender of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableShares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time and in any event not later than seven days following the Effective Time, WSFS shall cause the Exchange Agent to mail to each Holder of a Certificate or Book-Entry Share notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon (ai) Upon surrender with respect to shares evidenced by Certificates, proper delivery of the Certificates and the transmittal materials, duly, completely and validly executed in accordance with the instructions thereto, to the Exchange Agent (and such other documents as the Exchange Agent may reasonably request) and (ii) with respect to Book-Entry Shares, proper delivery of its Certificate(san “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence (if any) of the transfer as the Exchange Agent may reasonably request). Upon proper surrender of a Certificate or Book-Entry Share(s)Shares for exchange and cancellation to the Exchange Agent, accompanied by a properly together with the appropriate transmittal materials, duly completed Letter and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Holder of Transmittal, a Holder will such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor, as applicable, therefor (i) the Stock Consideration in non-certificated book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) form and (ii) cash in an a check representing the amount equal to of (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c)Consideration, (B) any cash in lieu of fractional shares of CenterState Common Stock (which such Holder shall have become entitled has the right to receive pursuant to Section 2.04, 2.5) and (C) any dividends or distributions which the Holder thereof has the right to receive pursuant to Section 3.1(d), in each case which such Holder shall have become entitled has the right to receive in respect of the Certificate or Book-Entry Share surrendered pursuant to Section 2.08(b)the provisions of this ARTICLE 3, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. CenterState shall direct No interest will be paid or accrued for the Exchange Agent to provide to each such Holder benefit of Charter Common Stock (x) Holders on the applicable Merger Consideration, (y) Consideration or any cash in lieu of fractional shares payable upon the surrender of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableShares.

Delivery of Merger Consideration. As soon as reasonably practicable after the Effective Time: (ai) Parent shall deliver, to each holder of record identified in the Closing Certificate who immediately prior to the Effective Time represented a holder of outstanding shares of Company Class B Common Stock and whose shares of Company Class B Common Stock were converted into the right to receive shares of Parent Series B-1 Preferred Stock and Parent Series B-2 Preferred Stock, certificates representing the shares of Parent Series B-1 Preferred Stock and Parent Series B-2 Preferred Stock into which such shares of Company Class B Common Stock have been converted pursuant to Section 2.8(a)(i); and (ii) the Exchange Agent shall deliver, to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Class A Common Stock and whose shares of Company Class A Common Stock were converted into the right to receive shares of Parent Common Stock pursuant to Section 2.8(a)(ii): (1) 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 actual delivery of Certificate(s) (or affidavits of loss in lieu of such Certificates and shall be in such form and have such other provisions as Parent may reasonably specify), and (2) instructions for use in surrendering Certificate(s) in exchange for such shares of Parent Common Stock and any dividends or distributions to which such holder is entitled pursuant to Section 2.9(e). Upon surrender to the Parent or the Exchange Agent Agent, as the case may be, of its Certificate(s) Certificate or Book-Entry Share(s)Certificates, accompanied by a properly completed Letter of Transmittal, a Holder holder of Company Common Stock will be entitled to receive promptly the Merger Consideration issuable in exchange thereforrespect of the shares represented by such Certificate or Certificate(s). Until so surrendered, as applicableeach such Certificate shall represent after the Effective Time, (i) book-entry shares representing that number of whole shares of CenterState Common Stock for all purposes, only the right to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) receive the Cash Merger Consideration to which be issued or paid in consideration therefor upon surrender of such Holder shall have become entitled pursuant to Section 2.01(c)Certificate in accordance with, (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become holder is entitled to pursuant to Section 2.08(b) promptlyto, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor addition to a Person any other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes legend required by reason applicable federal or state securities Laws, each certificate representing shares of Parent will be endorsed with the payment following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT REGISTRATION UNDER THE ACT AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” Additionally, certificates representing shares of Parent Series B-1 Preferred Stock or issuance to a Person other than Parent Series B-2 Preferred Stock will be endorsed with the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicablefollowing legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONVERTED INTO SHARES OF SERIES C PREFERRED STOCK OR COMMON STOCK OF THE COMPANY, AS APPLICABLE, UNLESS AND UNTIL THE COMPANY HAS FILED (A) AN AMENDMENT TO ITS RESTATED CERTIFICATE OF INCORPORATION INCREASING ITS AUTHORIZED CAPITAL, AND (B) THE CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK, WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE AND SUCH AMENDMENT AND CERTIFICATE OF DESIGNATION HAVE BECOME EFFECTIVE.”

Delivery of Merger Consideration. (a) Upon surrender As soon as reasonably practicable after the Effective Time and in any event not later than five Business Days following the Effective Time, the Exchange Agent shall mail to each Holder and that has not theretofore submitted its Certificate with a Form of Election, a notice advising such Holders of the effectiveness of the Merger, including appropriate letter of transmittal materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates and instructions for surrendering the Certificates to the Exchange Agent (such materials and instructions to include customary provisions with respect to delivery of its Certificate(s) an "agent's message" with respect to Certificates that are book-entry shares). Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with the appropriate letter of transmittal materials or Book-Entry Share(s)Form of Election, accompanied by a properly as applicable, duly completed Letter and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Holder of Transmittal, a Holder will such Certificate shall be entitled to receive in exchange therefortherefor the Merger Consideration, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled has a right to receive pursuant to Section 2.042.6, and (C) any dividends or distributions to which such Holder shall have become entitled has the right to receive, pursuant to Section 2.08(b3.2(d). CenterState shall direct , with respect to the Exchange Agent to provide to each such Holder shares of Charter IAB Common Stock (x) formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued for the applicable benefit of Holders of the Certificates on the Merger Consideration, (y) Consideration or any cash in lieu of fractional shares payable upon the surrender of CenterState Common Stock pursuant the Certificates. Until surrendered as contemplated by Section 2.2 or this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to Section 2.04represent only the right to receive, and (z) upon surrender, the applicable Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions to which such Holder shall have become entitled to pursuant to as contemplated by this Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable3.2.

Delivery of Merger Consideration. (a) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of CenterState Common Stock to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional share) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Common Stock which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. Exhibit 2.3 In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicable.

Delivery of Merger Consideration. (a) Upon As soon as practicable, but in no event later than five (5) business days after the Effective Time, the Exchange Agent shall mail to the former record holders of shares of Seller Common Stock issued and outstanding immediately prior to the Effective Time that have been converted into the right to receive the Merger Consideration pursuant to Section 1.4 (other than Dissenting Shares): (i) a letter of transmittal in customary form as reasonably agreed by the parties hereto (which shall specify that delivery shall be effected, and risk of loss of and title shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender to the Exchange Agent of its Certificate(s) Certificates for the Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Share(s)Certificates to the Exchange Agent for exchange and cancellation, accompanied together with such letter of transmittal duly executed and completed in accordance with the instructions thereto and any other documents reasonably required by a properly completed Letter the Exchange Agent, the holder of Transmittal, a Holder will such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing the Merger Consideration that number such holder of whole shares of CenterState Common Stock to which such Holder the Certificates shall have become entitled pursuant to Section 2.01(c) (excluding the provisions of Article I, including cash in lieu of any fractional share) shares in accordance with the provisions of Section 2.3(e); and (ii) cash in an a check representing the amount equal of any dividends or distributions that such holder is entitled to (A) the Cash Consideration to which such Holder shall have become entitled receive pursuant to Section 2.01(c2.3(b), and the Certificate or Certificates so surrendered shall forthwith be cancelled. Promptly upon receipt of such Certificate(s), letter of transmittal and any other required document, the Exchange Agent, on behalf of Buyer, shall deliver the Merger Consideration (Bin cash and in the form of an uncertificated book-entry share of Buyer Common Stock, unless such holder specifically requests a certificated share) to each such holder in exchange for each such share plus a check in the amount (if any) equal to any cash that such holder has the right to receive pursuant to Section 2.3(b) and, if applicable, Section 2.3(e) hereof. No interest will be paid or accrued on any Merger Consideration, including on any cash payable in lieu of fractional shares, or on any unpaid dividends and distributions payable to holders of Certificates. Holders of record of shares of CenterState Seller Common Stock which who hold such Holder shares as nominees, trustees or in other representative capacities may submit multiple letters of transmittal, provided that such representative certifies that each such letter of transmittal covers all the shares of Seller Common Stock held by such representative for a particular beneficial owner. Each Certificate so surrendered and all transmittal materials shall have become entitled pursuant to Section 2.04, be duly completed and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(b). CenterState shall direct endorsed as the Exchange Agent to provide to each such Holder of Charter Common Stock (x) the applicable Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Common Stock pursuant to Section 2.04, and (z) and any dividends or distributions to which such Holder shall have become entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittalmay reasonably require. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares the Merger Consideration to which any former holder of CenterState Seller Common Stock to a Holder to which such Holder would otherwise be is entitled as a result of the Merger until such Holder holder surrenders the Certificates his, her or Book-Entry Shares representing the shares its Certificate(s) (or affidavits of Charter Common Stock loss in lieu of such Certificate(s)) for exchange as provided in this Article IISection 2.3. After the Effective Time, or, an appropriate affidavit each Certificate shall be deemed for all corporate purposes (other than the payment of loss dividends and indemnity agreement and/or a bond in such amount as other distributions to which the former holders of Seller Common Stock may be reasonably required in each case by CenterState or entitled) to evidence only the Exchange Agent. In right of the event of a transfer of ownership of a Certificate representing Charter Common Stock that is not registered in the stock transfer records of Charter, the proper amount of holder thereof to receive the Merger Consideration shall be paid or issued in exchange therefor to a Person other than the Person for each such share as provided in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicablethis Article II.

Delivery of Merger Consideration. (a) Upon surrender At least three (3) Business Days prior to the Effective Time, the Company shall deliver to the Exchange Agent a schedule (the “Merger Member Schedule”) setting forth the name, contact information and such other information as the Exchange Agent may reasonably require of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that each Merger Member and the number of whole shares of CenterState Parent Common Stock (not to which such Holder shall have become entitled pursuant to Section 2.01(c) (excluding any fractional shareexceed in the aggregate the Estimated Aggregate Company Merger Shares) and (ii) cash in an amount equal to (A) the Cash Consideration to which such Holder shall have become entitled pursuant to Section 2.01(c), (B) any cash in lieu of fractional shares of CenterState Parent Common Stock that each Merger Member is entitled to receive as of the Effective Time (which such Holder shall have become entitled pursuant to Section 2.04, and (C) any dividends or distributions to which such Holder shall have become entitled pursuant to Section 2.08(btake into account the operation of the Merger Member Side Agreement). CenterState Promptly following the Effective Time, Parent shall direct cause the Exchange Agent to provide to each such Holder of Charter Common Stock mail (x) to each Merger Member set forth in the applicable Merger Member Schedule and (y) to each holder of record of certificate(s) representing shares of MTR Common Stock who theretofore has not submitted such holder’s Election Form (all such certificates, together with certificate(s) representing shares of MTR Common Stock previously submitted with an Election Form, “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 1.10 (i) a letter of transmittal (which shall specify to the holders of Certificates 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 Certificate(s)) to the Exchange Agent in a form to be mutually agreed upon by Company and MTR (the “Letter of Transmittal”), and (ii) instructions for use in surrendering Certificate(s) for shares in exchange for the Merger Consideration, (y) any cash in lieu of fractional shares of CenterState Parent Common Stock pursuant to Section 2.04, and (z) be issued or paid in consideration therefor and any dividends or distributions to which such Holder shall have become holder is entitled to pursuant to Section 2.08(b) promptly, which shall be no later than five (5) Business Days upon receipt of a Holder’s Certificates or Book-Entry Shares and a completed Letter of Transmittal. The Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Charter Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent2.2(d). In the event of a transfer of ownership of a Certificate representing Charter Common Stock that is the waivers set forth in Section 5.14 and 5.15 are not registered in the stock transfer records of Charterobtained, the proper amount of the Merger Consideration no Election Form shall be paid or issued in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Charter required of holders of MTR Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered Holder of the Certificate or establish to the satisfaction of CenterState that the Tax has been paid or is not applicableStock.