Common use of Designation of Exchange Agent Clause in Contracts

Designation of Exchange Agent. (a) The parties of this Agreement hereby designate Zions First National Bank, a national banking association with its head office located in Salt Lake City, Utah ("Zions Bank") as Exchange Agent to effect the exchanges contemplated hereby. (b) Zions Bancorp will, on the Effective Date or as shortly thereafter as is administratively practicable, issue and deliver to Zions Bank the share certificates representing shares of Zions Bancorp Stock and the cash to be paid to holders of Company Common Stock in accordance with this Agreement. (c) If any share certificate representing shares of Zions Bancorp Stock is to be issued in a name other than that in which the corresponding certificate which, immediately prior to the effectiveness of the Holding Company Merger, had represented shares of Company Common Stock (an "Old Certificate") surrendered for exchange was issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall pay to Zions Bank any transfer or other taxes required by reason of the issuance of the share certificate representing shares of Zions Bancorp Stock in any name other than that of the registered holder of the Old Certificate surrendered, or establish to the satisfaction of Zions Bank that such tax has been paid or is not payable. (d) At any time after the second anniversary of the Effective Date, Zions Bancorp may sell, for the accounts of any or all of the holders of record of Old Certificates and with or without notice to such holders, any or all shares of Zions Bancorp Stock which holders of Old Certificates are entitled to receive under this Agreement to the extent that the Old Certificates to which such shares of Zions Bancorp Stock relate have not been surrendered for exchange in accordance with this Agreement on or before the second anniversary of the Effective Date ("Unclaimed Shares"). Any such sale may be made by public or private sale or sale at any broker's board or on any securities exchange in such manner and at such times as Zions Bancorp shall determine. If, in the opinion of counsel for Zions Bancorp, it is necessary or desirable, any Unclaimed Shares may be registered for sale under the Securities Act and applicable state laws. Zions Bancorp shall not be obligated to make any sale of Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by Zions Bancorp for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by Zions Bancorp. (e) If any Old Certificates are not surrendered prior to the date on which such certificates or the proceeds of the sale of the Unclaimed Shares, as the case may be, would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Zions Bancorp (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither Zions Bancorp nor its agents or any other Person shall be liable to any former holder of Company Common Stock for any property delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Designation of Exchange Agent. (a) The parties of to this Agreement hereby designate Zions First National BankAmerican Stock Transfer and Trust Company, a national banking association with its head office located in Salt Lake CityNew York, Utah New York ("Zions BankAST") as Exchange Agent to effect the exchanges contemplated hereby. (b) Zions Bancorp NBTB will, on promptly after the Effective Date or as shortly thereafter as is administratively practicableTime, issue and deliver to Zions Bank AST the share certificates representing shares of Zions Bancorp NBTB Common Stock (each a "New Certificate") and the cash to be paid to holders of Company LABN Common Stock in accordance with this Agreement. (c) If any share certificate representing shares of Zions Bancorp Stock New Certificate is to be issued in a name other than that in which the corresponding certificate which, immediately prior to the effectiveness of the Holding Company Merger, had represented shares of Company formerly representing LABN Common Stock (an "Old Certificate") and surrendered for exchange was issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person person requesting such exchange shall pay to Zions Bank AST any transfer or other taxes required by reason of the issuance of the share certificate representing shares of Zions Bancorp Stock New Certificate in any name other than that of the registered holder of the Old Certificate surrendered, or establish to the satisfaction of Zions Bank AST that such tax has been paid or is not payable. (d) At In the event that any time after the second anniversary of the Effective Date, Zions Bancorp may sell, for the accounts of any or all of the holders of record of Old Certificates and with or without notice to such holders, any or all shares of Zions Bancorp Stock which holders of Old Certificates are entitled to receive under this Agreement to the extent that the Old Certificates to which such shares of Zions Bancorp Stock relate have not been surrendered for exchange in accordance with this Agreement on or before the second anniversary of the Effective Date Time, NBTB may at any time thereafter, with or without notice to the holders of record of such Old Certificates, sell for the accounts of any or all of such holders any or all of the shares of NBTB Common Stock which such holders are entitled to receive under Section 1.3 hereof (the "Unclaimed Shares"). Any such sale may be made by public or private sale or sale at any broker's board or on any securities exchange in such manner and at such times as Zions Bancorp NBTB shall determine. If, in the opinion of counsel for Zions BancorpNBTB, it is necessary or desirable, any Unclaimed Shares may be registered for sale under the Securities Act of 1933, as amended (the "Securities Act") and applicable state laws. Zions Bancorp NBTB shall not be obligated to make any sale of Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by Zions Bancorp NBTB for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by Zions BancorpNBTB. (e) If any Old Certificates are not surrendered prior to the date on which such certificates or the proceeds of the sale of the Unclaimed Shares, as the case may be, would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Zions Bancorp NBTB (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither Zions Bancorp NBTB nor its agents or any other Person person shall be liable to any former holder of Company LABN Common Stock for any property delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Designation of Exchange Agent. (a) The parties of to this Agreement hereby designate Zions First National BankAmerican Stock Transfer and Trust Company, a national banking association with its head office located in Salt Lake CityNew York, Utah New York ("Zions BankAST") as Exchange Agent to effect the exchanges contemplated hereby. (b) Zions Bancorp NBTB will, on promptly after the Effective Date or as shortly thereafter as is administratively practicableTime, issue and deliver to Zions Bank AST the share certificates representing shares of Zions Bancorp NBTB Common Stock (each a "New Certificate") and the cash to be paid to holders of Company PAHC Common Stock in accordance with this Agreement. (c) If any share certificate representing shares of Zions Bancorp Stock New Certificate is to be issued in a name other than that in which the corresponding certificate which, immediately prior to the effectiveness of the Holding Company Merger, had represented shares of Company formerly representing PAHC Common Stock (an "Old Certificate") and surrendered for exchange was issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person person requesting such exchange shall pay to Zions Bank AST any transfer or other taxes required by reason of the issuance of the share certificate representing shares of Zions Bancorp Stock New Certificate in any name other than that of the registered holder of the Old Certificate surrendered, or establish to the satisfaction of Zions Bank AST that such tax has been paid or is not payable. (d) At In the event that any time after the second anniversary of the Effective Date, Zions Bancorp may sell, for the accounts of any or all of the holders of record of Old Certificates and with or without notice to such holders, any or all shares of Zions Bancorp Stock which holders of Old Certificates are entitled to receive under this Agreement to the extent that the Old Certificates to which such shares of Zions Bancorp Stock relate have not been surrendered for exchange in accordance with this Agreement on or before the second anniversary of the Effective Date Time, NBTB may at any time thereafter, with or without notice to the holders of record of such Old Certificates, sell for the accounts of any or all of such holders any or all of the shares of NBTB Common Stock which such holders are entitled to receive under Section 1.5 hereof (the "Unclaimed Shares"). Any such sale may be made by public or private sale or sale at any broker's board or on any securities exchange in such manner and at such times as Zions Bancorp NBTB shall determine. If, in the opinion of counsel for Zions BancorpNBTB, it is necessary or desirable, any Unclaimed Shares may be registered for sale under the Securities Act of 1933, as amended (the "Securities Act") and applicable state laws. Zions Bancorp NBTB shall not be obligated to make any sale of Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by Zions Bancorp NBTB for their respective accounts, and such holders shall not be entitled to receive any interest on such net sale proceeds held by Zions BancorpNBTB. (e) If any Old Certificates are not surrendered prior to the date on which such certificates or the proceeds of the sale of the Unclaimed Shares, as the case may be, would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Zions Bancorp NBTB (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither Zions Bancorp NBTB nor its agents or any other Person person shall be liable to any former holder of Company PAHC Common Stock for any property delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Designation of Exchange Agent. (a) The parties of this Agreement hereby designate Zions First National Bank, a national banking association with its head office located in Salt Lake City, Utah ("Zions Bank") AST as Exchange Agent to effect the exchanges contemplated hereby. (b) Zions Bancorp NBT will, on promptly after the Effective Date or as shortly thereafter as is administratively practicableTime, issue and deliver to Zions Bank the share AST certificates representing shares of Zions Bancorp NBT Common Stock and related Rights and the cash to be paid to holders of Company CNB Common Stock in accordance with this Agreement. (c) If any share certificate representing shares of Zions Bancorp NBT Common Stock and related Rights is to be issued in a name other than that in which the corresponding certificate which, immediately prior to the effectiveness of the Holding Company Merger, had represented shares of Company Common Stock (an "Old Certificate") Certificate surrendered for exchange was issued, the Old Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall pay to Zions Bank AST any transfer or other taxes required by reason of the issuance of the share certificate representing shares of Zions Bancorp NBT Common Stock and related Rights in any name other than that of the registered holder of the Old Certificate surrendered, or establish to the satisfaction of Zions Bank AST that such tax has been paid or is not payable. (d) At any time after the second anniversary of the Effective DateTime, Zions Bancorp NBT may sell, for the accounts of any or all of the holders of record of Old Certificates and with or without notice to such holders, any or all shares of Zions Bancorp Stock which holders of Old Certificates are entitled to receive under this Agreement to the extent that the Old Certificates to which such shares of Zions Bancorp Stock relate have not been surrendered for exchange in accordance with this Agreement on or before the second anniversary of the Effective Date ("Unclaimed Shares"). Any such sale may be made by public or private sale or sale at any broker's board or on any securities exchange in such manner and at such times as Zions Bancorp NBT shall determine. If, in the opinion of counsel for Zions BancorpNBT, it is necessary or desirable, any Unclaimed Shares may be registered for sale under the Securities Act and applicable state laws. Zions Bancorp NBT shall not be obligated to make any sale of Unclaimed Shares if it shall determine not to do so, even if notice of sale of the Unclaimed Shares has been given. The net proceeds of any such sale of Unclaimed Shares shall be held for holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold, to be paid to them upon surrender of the Old Certificates. From and after any such sale, the sole right of the holders of the unsurrendered Old Certificates whose Unclaimed Shares have been sold shall be the right to collect the net sale proceeds held by Zions Bancorp NBT for their respective accounts, plus the amount of any dividends or distributions paid prior to such sale and held pursuant to section 2.6, and such holders shall not be entitled to receive any interest on such net sale proceeds held by Zions BancorpNBT or such dividends or distributions. (e) If any Old Certificates are not surrendered prior to the date on which such certificates or the proceeds of the sale of the Unclaimed Shares, as the case may be, would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items (including any related dividends or distributions paid and held with respect thereto pursuant to section 2.6) shall, to the extent permitted by abandoned property and any other applicable law, become the property of Zions Bancorp NBT (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither Zions Bancorp NBT nor its agents or any other Person shall be liable to any former holder of Company CNB Common Stock for any property delivered to a public official pursuant to applicable abandoned property, escheat escheat, or similar laws.