Deposit of Merger Consideration. (a) Prior to the Effective Time, CenterState shall (i) deposit, or shall cause to be deposited, with the Exchange Agent, CenterState Common Stock issuable pursuant to Section 2.01(c) in book-entry form equal to the aggregate CenterState Common Stock portion of the Merger Consideration (excluding any fractional share consideration) (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.04) (collectively, the “Exchange Fund”), and (ii) instruct the Exchange Agent to promptly pay such Merger Consideration and cash in lieu of fractional shares upon receipt of a properly completed Letter of Transmittal in accordance with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sunshine Bancorp, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.)
Deposit of Merger Consideration. (a) Prior to the Effective Time, CenterState shall (i) deposit, or shall cause to be deposited, with the Exchange Agent, Agent stock certificates representing the number of shares of CenterState Common Stock issuable pursuant and cash sufficient to Section 2.01(c) in book-entry form equal to the aggregate CenterState Common Stock portion of deliver the Merger Consideration (excluding any fractional share consideration) (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.04, and if applicable, cash in an aggregate amount sufficient to make the appropriate payment to the holders of Dissenting Shares) (collectively, the “Exchange Fund”), and (ii) instruct the Exchange Agent to promptly pay such Merger Consideration and cash in lieu of fractional shares upon receipt of a properly completed Letter of Transmittal in accordance with this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HCBF Holding Company, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.), Agreement and Plan of Merger (CenterState Banks, Inc.)
Deposit of Merger Consideration. (a) Prior to the Effective Time, CenterState Buyer shall (i) deposit, or shall cause to be deposited, with the Exchange Agent, CenterState Agent stock certificates representing the number of shares of Buyer Common Stock issuable pursuant sufficient to Section 2.01(c) in book-entry form equal to the aggregate CenterState Common Stock portion of deliver the Merger Consideration (excluding any fractional share consideration) (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.04, and if applicable, cash in an aggregate amount sufficient to make the appropriate payment to the holders of Dissenting Shares) (collectively, the “Exchange Fund”), and (ii) instruct the Exchange Agent to promptly pay such Merger Consideration and cash in lieu of fractional shares within two (2) Business Days, or as promptly as practicable thereafter, upon receipt of a properly completed Letter of Transmittal in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bank of the Ozarks Inc)
Deposit of Merger Consideration. (a) Prior to the Effective Time, CenterState FBMS shall (i) deposit, or shall cause to be deposited, with the Exchange Agent, CenterState Agent stock certificates representing the number of shares of FBMS Common Stock issuable pursuant and cash sufficient to Section 2.01(c) in book-entry form equal to the aggregate CenterState Common Stock portion of deliver the Merger Consideration (excluding any fractional share consideration) (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.04, and if applicable, cash in an aggregate amount sufficient to make the appropriate payment to the holders of Dissenting Shares) (collectively, the “Exchange Fund”), and (ii) instruct the Exchange Agent to promptly pay such Merger Consideration and cash in lieu of fractional shares upon receipt of a properly completed Letter of Transmittal in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First Bancshares Inc /MS/)
Deposit of Merger Consideration. (a) Prior to the Effective Time, CenterState Purchaser shall (i) deposit, or shall cause to be deposited, with the Exchange Agent, CenterState Purchaser Common Stock issuable pursuant to Section 2.01(c) in book-entry form equal to the aggregate CenterState Purchaser Common Stock portion of the Merger Consideration (excluding any fractional share consideration) (together with, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.04) (collectively, the “Exchange Fund”), and (ii) instruct the Exchange Agent to promptly pay such Merger Consideration and cash in lieu of fractional shares upon receipt of a properly completed Letter of Transmittal in accordance with this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
