Common use of Delivery of Merger Consideration Clause in Contracts

Delivery of Merger Consideration. (a) As soon as practicable, but in no event later than fifteen business days, after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates a letter of transmittal in customary form as reasonably agreed by the parties (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of Fifth Third Common Stock and any cash in lieu of fractional shares into which the shares of First National Bankshares Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon proper surrender to the Exchange Agent of a Certificate or Certificates for exchange and cancellation, together with such properly completed and duly executed letter of transmittal, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing that number of whole shares of Fifth Third Common Stock to which such holder of First National Bankshares Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the sum of the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates.

Delivery of Merger Consideration. (a) As soon as practicable, but in no event later than fifteen business days, practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates a letter of transmittal in customary form as reasonably agreed by the parties (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of Fifth Third GCBS Common Stock and any cash in lieu of fractional shares into which the shares of First National Bankshares CVBG Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon proper surrender to the Exchange Agent of a Certificate or Certificates for exchange and cancellation, together with such properly completed and duly executed letter of transmittaltransmittal as the Exchange Agent may reasonable require, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefortherefore, as applicable, (i) a certificate representing that number of whole shares of Fifth Third GCBS Common Stock to which such holder of First National Bankshares CVBG Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the sum of the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article III, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates.

Delivery of Merger Consideration. (a) As soon as practicable, but in no event later than fifteen five business days, after the Effective Time, the Exchange Agent shall mail to each holder of record of one or more Certificates a letter of transmittal in customary form as reasonably agreed by the parties (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of Fifth Third PNFP Common Stock and any cash in lieu of fractional shares into which the shares of First National Bankshares CAVB Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon proper surrender to the Exchange Agent of a Certificate or Certificates for exchange and cancellation, together with such properly completed and duly executed letter of transmittaltransmittal as the Exchange Agent may reasonable require, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing that number of whole shares of Fifth Third PNFP Common Stock to which such holder of First National Bankshares CAVB Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the sum of the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article II, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates.

Delivery of Merger Consideration. (a) As soon as practicable, but in no event later than fifteen five (5) business days, days after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of one or more Certificates or Uncertificated Shares a letter of transmittal (“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 to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or the transfer of the Uncertificated Shares in exchange for certificates representing the shares of Fifth Third Common Stock and any cash in lieu of fractional shares into which the shares of First National Bankshares Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this AgreementMerger Consideration. Upon proper surrender to the Exchange Agent of a Certificate or Certificates to the Exchange Agent for exchange and cancellation, together with such properly completed and duly executed letter Letter of transmittalTransmittal or upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book entry transfer of Uncertificated Shares, the holder of such Certificate or Certificates or Uncertificated Shares, as applicable, shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing the Merger Consideration that number of whole shares of Fifth Third Common Stock to which such holder of First National Bankshares Common Stock the Certificates or Uncertificated Shares shall have become entitled pursuant to the provisions of Article I I, including cash in lieu of any fractional shares in accordance with the provisions of Section 2.2(e); and (ii) a check representing the sum of the amount of any cash in lieu of fractional shares which dividends or distributions that such holder has the right is entitled to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article IISection 2.2(b), and the Certificate or Certificates so surrendered or the Uncertificated Share or Uncertificated Shares transferred shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, including on any cash payable in lieu of fractional shares shares, or on any unpaid dividends and distributions payable to holders of CertificatesCertificates or Uncertificated Shares.

Delivery of Merger Consideration. (a) As soon as practicable, but in no event later than fifteen business days, reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder Holder of record of one or more Certificates a letter Certificate a notice advising such Holders of the effectiveness of the Merger, including appropriate transmittal in customary form as reasonably agreed by the parties (which shall specify 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 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) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of Fifth Third Common Stock and any cash in lieu of fractional shares into which the shares of First National Bankshares Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement. Upon proper surrender to the Exchange Agent of a Certificate or Certificates for exchange and cancellation, together with such properly the appropriate transmittal materials, duly completed and duly validly executed letter of transmittalin accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder Holder of such Certificate or Certificates shall be entitled to receive in exchange therefortherefor the Merger Consideration, as applicable, (i) a certificate representing that number of whole shares of Fifth Third Common Stock to which such holder of First National Bankshares Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the sum of the amount of any cash in lieu of fractional shares which such holder Holder has a right to receive pursuant to Section 1.13 and any dividends or distributions which such Holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to Section 3.1(d) with respect to the provisions shares of this Article II, First Mariner Common Stock and the First Mariner Series A Preferred Stock formerly represented by such Certificate or Certificates and such Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of Holders of the Certificates on any cash the Merger Consideration payable upon the surrender of the Certificates. Unless otherwise agreed to by Xxxxxx, the portion of the Xxxxxx Certificates delivered to each Holder shall be in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificatesbook-entry form.

Delivery of Merger Consideration. (a) As soon promptly as practicablepracticable after the Effective Time, but in no event later than fifteen three (3) business daysdays thereafter, after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of one or more Certificates representing shares of Company Common Stock (other than Excluded Shares) immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 1.5(a), a letter of transmittal in customary form as reasonably agreed by the parties (which shall be in customary form, specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or, in the case of book-entry account arrangements, a customary “agent’s message”) to the Exchange Agent, and contain such other provisions as Parent, the Company and the Exchange Agent may reasonably agree) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of Fifth Third Common Stock and any cash in lieu of fractional shares into which the shares of First National Bankshares Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this AgreementMerger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent of a Certificate or Certificates for exchange and cancellationAgent, together with such properly completed and duly executed letter of transmittal, duly executed, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a certificate representing that number of whole shares of Fifth Third Common Stock to which such holder of First National Bankshares Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) therefor a check representing a cash amount in immediately available funds equal to (x) the sum number of shares of Company Common Stock represented by such Certificate multiplied by (y) the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of this Article IIMerger Consideration, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions amount payable to holders of Certificates. Until surrendered as contemplated by this Section 2.2 and subject to Section 2.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration.