Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After the Effective Time of the Merger, CBF shall cause the Exchange Agent to deliver the consideration to be paid by CBF for the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall contain instructions with respect to the surrender of certificates representing First National/Osceola Shares and the receipt of the consideration contemplated by this Agreement and shall require each holder of First National/Osceola Shares to transfer good and marketable title to such First National/Osceola Shares to CBF, free and clear of all liens, claims and encumbrances. (b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola shall be closed as to holders of First National/Osceola Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBF, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Shares represented thereby were converted in the Merger. (c) In the event that any holder of First National/Osceola Shares is unable to deliver the certificate which represents such holder's First National/Osceola Shares, CBF, in the absence of actual notice that any First National/Osceola Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following: (i) An affidavit or other evidence to the reasonable satisfaction of CBF that any such certificate has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by CBF to indemnify and hold CBF harmless; and (iii) Evidence to the satisfaction of CBF that such holder is the owner of the First National/Osceola Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement. (d) In the event that the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are to be made to a person other than the person in whose name any certificate representing First National/Osceola Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF that such tax has been paid or is not applicable. (e) No holder of First National/Osceola Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Shares as provided for by this Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF Shares and the amount of any dividends or other distributions with respect to CBF Shares to which such holder is entitled as a holder of CBF Shares.
Appears in 2 contracts
Samples: Merger Agreement (Centerstate Banks of Florida Inc), Merger Agreement (Centerstate Banks of Florida Inc)
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After the Effective Time of the Merger, CBF shall cause the Exchange Agent to deliver the consideration to be paid by CBF for the First National/Osceola Community National Bank Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Community National Bank Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola Community National Bank Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall contain instructions with respect to the surrender of certificates representing First National/Osceola Community National Bank Shares and the receipt of the consideration contemplated by this Agreement and shall require each holder of First National/Osceola Community National Bank Shares to transfer good and marketable title to such First National/Osceola Community National Bank Shares to CBF, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola Community National Bank shall be closed as to holders of First National/Osceola Community National Bank Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola Community National Bank Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Community National Bank Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Community National Bank Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBF, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Community National Bank Shares represented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola Community National Bank Shares is unable to deliver the certificate which represents such holder's First National/Osceola Community National Bank Shares, CBF, in the absence of actual notice that any First National/Osceola Community National Bank Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF to indemnify and hold CBF harmless; and
(iii) Evidence to the satisfaction of CBF that such holder is the owner of the First National/Osceola Community National Bank Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are to be made to a person other than the person in whose name any certificate representing First National/Osceola Community National Bank Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Community National Bank Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Community National Bank Shares as provided for by this Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF Shares and the amount of any dividends or other distributions with respect to CBF Shares to which such holder is entitled as a holder of CBF Shares.
Appears in 2 contracts
Samples: Merger Agreement (Centerstate Banks of Florida Inc), Merger Agreement (Centerstate Banks of Florida Inc)
Effectuating Conversion. (a) CBFPrior to the Effective Time, or such other institution as CBF may designate, shall serve as the Sun will appoint an exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After As of the Effective Time of the Merger, CBF shall Sun will deliver or cause to be delivered to the Exchange Agent to deliver the consideration to be paid by CBF Sun for the First National/Osceola Community Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Sun Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Community Shares (other than holders of Dissenting Shares) transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola Community Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Community Shares and the receipt of the consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Community Shares to transfer good and marketable title to such First National/Osceola Community Shares to CBFSun, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola Community shall be closed as to holders of First National/Osceola Community Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola Community Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Community Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Community Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates (other than Dissenting Shares) shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Community Shares represented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola record as of the Effective Time of the Merger of Community Shares (other than Dissenting Shares) is unable to deliver the certificate which represents such holder's First National/Osceola Community Shares, CBFSun, in the absence of actual notice that any First National/Osceola Community Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, purchaser shall deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Sun Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF Sun that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF Sun to indemnify and hold CBF harmlessSun harmless in respect of such stock certificate(s); and
(iii) Evidence to the satisfaction of CBF Sun that such holder is the owner of the First National/Osceola Community Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Sun Shares are to be made to a person other than the person in whose name any certificate representing First National/Osceola Community Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF Sun that such tax has been paid or is not applicable.
(e) No Except as set forth at Section 2.1(d), no holder of First National/Osceola Community Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Sun Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Sun Shares nor any dividend or other distribution with respect to CBF Sun Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Community Shares, and Sun shall not be obligated to deliver any of the consideration contemplated by this Agreement, any amount of cash representing fractional Sun Shares or any such dividend or other distribution with respect to Sun Shares until such holder shall surrender the certificate or certificates representing Community Shares as provided for by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF Sun Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF Sun Shares and the amount of any dividends or other distributions with respect to CBF Sun Shares to which such holder is entitled as a holder of CBF Sun Shares.
Appears in 2 contracts
Samples: Merger Agreement (Sun Bancorp Inc /Nj/), Merger Agreement (Community Bancorp of New Jersey)
Effectuating Conversion. (a) CBFImmediately prior to the Effective Time, OceanFirst will deliver or such other institution as CBF may designate, shall serve as cause to be delivered to the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After number of OceanFirst Shares issuable and the Effective Time amount of the Merger, CBF shall cause the Exchange Agent to deliver the consideration to be paid cash payable by CBF OceanFirst for the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Central Jersey Shares. As promptly as practicable after the Effective Time of the Mergerbut in no event later than five business days, the Exchange Agent exchange agent shall send or cause to be sent to each former holder of record of First National/Osceola Central Jersey Shares who did not previously submit a properly completed Election Form (other than holders of Dissenting Shares) transmittal materials (the "“Letter of Transmittal"”) for use in exchanging their certificates formerly representing First National/Osceola Central Jersey Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Central Jersey Shares and the receipt of the consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Central Jersey Shares to transfer good and marketable title to such First National/Osceola Central Jersey Shares to CBFOceanFirst, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the MergerTime, the stock transfer books of First National/Osceola Central Jersey shall be closed as to holders of First National/Osceola Central Jersey Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola Central Jersey Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Central Jersey Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Central Jersey Shares. If, after the Effective Time of the MergerTime, certificates are properly presented to CBFthe exchange agent, such certificates (other than dissenting Shares) shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Central Jersey Shares represented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola record as of the Effective Time of Central Jersey Shares (other than Dissenting Shares) is unable to deliver the certificate which represents such holder's First National/Osceola ’s Central Jersey Shares, CBFOceanFirst, in the absence of actual notice that any First National/Osceola Central Jersey Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, purchaser shall deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF OceanFirst Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF OceanFirst that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF OceanFirst to indemnify and hold CBF harmlessOceanFirst harmless in respect of such stock certificate(s); and
(iii) Evidence to the satisfaction of CBF OceanFirst that such holder is the owner of the First National/Osceola Central Jersey Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that If the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person other than the person in whose name any certificate representing First National/Osceola Central Jersey Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF OceanFirst that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Central Jersey Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF OceanFirst Shares with a record date before the Effective Time of the MergerTime. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares Agreement nor any dividend or other distribution with respect to CBF OceanFirst Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Central Jersey Shares, and OceanFirst shall not be obligated to deliver any of the consideration contemplated by this Agreement or any such dividend or other distribution with respect to OceanFirst Shares until such holder shall surrender the certificate or certificates representing Central Jersey Shares as provided for by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF OceanFirst Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF Shares Agreement and the amount of any dividends or other distributions with respect to CBF OceanFirst Shares to which such holder is entitled as a holder of CBF OceanFirst Shares.
(f) Notwithstanding anything in this Agreement to the contrary, Certificates surrendered for exchange by any affiliate, within the meaning of Rule 145 promulgated under the Securities Act of 1933, as amended (“Securities Act”), of Central Jersey (“Central Jersey Affiliate”) shall not be exchanged for certificates representing the OceanFirst Shares to which such Central Jersey Affiliate is entitled pursuant to the terms of this Agreement until OceanFirst has received an Affiliate Letter (as defined in Section 6.10 hereof) from such person as specified in Section 6.10 hereof.
Appears in 2 contracts
Samples: Merger Agreement (Oceanfirst Financial Corp), Merger Agreement (Central Jersey Bancorp)
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After the Effective Time of the Merger, CBF shall cause the Exchange Agent to deliver the consideration to be paid by CBF for the First National/Osceola Polk Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Polk Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola Polk Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall contain instructions with respect to the surrender of certificates representing First National/Osceola Polk Shares and the receipt of the consideration contemplated by this Agreement and shall require each holder of First National/Osceola Polk Shares to transfer good and marketable title to such First National/Osceola Polk Shares to CBF, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola Polk shall be closed as to holders of First National/Osceola Polk Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola Polk Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Polk Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Polk Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBF, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Polk Shares represented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola Polk Shares is unable to deliver the certificate which represents such holder's First National/Osceola Polk Shares, CBF, in the absence of actual notice that any First National/Osceola Polk Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF to indemnify and hold CBF harmless; and
(iii) Evidence to the satisfaction of CBF that such holder is the owner of the First National/Osceola Polk Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are to be made to a person other than the person in whose name any certificate representing First National/Osceola Polk Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Polk Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Polk Shares as provided for by this Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF Shares and the amount of any dividends or other distributions with respect to CBF Shares to which such holder is entitled as a holder of CBF Shares.
Appears in 2 contracts
Samples: Merger Agreement (Centerstate Banks of Florida Inc), Merger Agreement (Centerstate Banks of Florida Inc)
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After At the Effective Time of the Merger, CBF shall Kearny will deliver or cause to be delivered to a third-party agent to be appointed by Kearny and reasonably acceptable to Central Jersey (the “Exchange Agent Agent”) an amount of cash equal to deliver the consideration aggregate Merger Consideration to be paid by CBF for pursuant to Section 2.1 hereof (the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares“Exchange Fund”). As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Central Jersey Shares transmittal materials (the "“Letter of Transmittal"”) for use in exchanging their certificates formerly representing First National/Osceola Central Jersey Shares for the consideration Merger Consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Central Jersey Shares and the receipt of the consideration Merger Consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Central Jersey Shares to transfer good and marketable title to such First National/Osceola Central Jersey Shares to CBFKearny, free and clear of all liens, claims and encumbrances.
(ba) At the Effective Time of the Merger, the stock transfer books of First National/Osceola Central Jersey shall be closed as to holders of First National/Osceola Central Jersey Shares immediately prior to the Effective Time of the Merger and Merger, no transfer of First National/Osceola Central Jersey Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Central Jersey Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Central Jersey Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Shares represented thereby were converted in the MergerMerger Consideration.
(cb) In the event that any holder of First National/Osceola record as of the Effective Time of the Merger of Central Jersey Shares is unable to deliver the certificate which represents such holder's First National/Osceola ’s Central Jersey Shares, CBFKearny, in the absence of actual notice that any First National/Osceola Central Jersey Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, purchaser shall deliver to such holder the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF Kearny that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF Kearny to indemnify and hold CBF harmlessKearny harmless in respect of such stock certificate(s); and
(iii) Evidence to the reasonable satisfaction of CBF Kearny that such holder is the owner of the First National/Osceola Central Jersey Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(dc) In the event that If the delivery of the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person other than the person in whose name any certificate representing First National/Osceola Central Jersey Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the reasonable satisfaction of CBF Kearny that such tax has been paid or is not applicable.
(ed) No holder of First National/Osceola Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither Except as provided herein, the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger Agreement shall not be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Central Jersey Shares, and neither the Exchange Agent nor Kearny shall be obligated to deliver any of the Merger Consideration contemplated by this Agreement until such holder shall surrender the certificate or certificates representing Central Jersey Shares as provided for by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then formerly representing CBF Shares issued in the MergerCentral Jersey Shares, without interest at the time of such surrender, the consideration contemplated by this AgreementMerger Consideration.
(e) At any time following six months after the Effective Time, Kearny shall be entitled to require the amount Exchange Agent to deliver to it any portion of any cash representing fractional CBF Shares the Exchange Fund which has not yet been disbursed to former holders of Central Jersey Shares, and the amount of any dividends or other distributions thereafter, such holders shall be entitled to look to Kearny (subject to abandoned property and escheat laws) with respect to CBF Shares any amounts due upon surrender of their certificates formerly representing Central Jersey Shares.
(f) Kearny or the Exchange Agent will be entitled to which such holder is entitled as a deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of CBF Central Jersey Shares, such amounts as Kearny (or any Affiliate thereof) or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. Tax law. To the extent that such amounts are properly withheld by Kearny or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Central Jersey Shares in respect of whom such deduction and withholding were made by Kearny or the Exchange Agent.
Appears in 2 contracts
Samples: Merger Agreement (Central Jersey Bancorp), Merger Agreement (Kearny Financial Corp.)
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After At the Effective Time of the Merger, CBF shall Xxxxxxx will deliver or cause to be delivered to a third-party agent to be appointed by Xxxxxxx and reasonably acceptable to North Penn (the “Exchange Agent Agent”) an amount of cash equal to deliver the consideration aggregate Merger Consideration to be paid by CBF for pursuant to Section 2.1 hereof (the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares“Exchange Fund”). As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Shares shares of North Penn Common Stock who did not previously submit an Election Form transmittal materials (the "“Letter of Transmittal"”) for use in exchanging their certificates formerly representing First National/Osceola Shares shares of North Penn Common Stock for the consideration Merger Consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Shares shares of North Penn Common Stock and the receipt of the consideration Merger Consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Shares shares of North Penn Common Stock to transfer good and marketable title to such First National/Osceola Shares shares of North Penn Common Stock to CBFXxxxxxx, free and clear of all liens, claims and encumbrances.
(ba) At the Effective Time of the Merger, the stock transfer books of First National/Osceola North Penn shall be closed as to holders of First National/Osceola Shares shares of North Penn Common Stock immediately prior to the Effective Time of the Merger and Merger, no transfer of First National/Osceola Shares shares of North Penn Common Stock by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Shares shares of North Penn Common Stock shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Sharesshares of North Penn Common Stock. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Shares represented thereby were converted in the MergerMerger Consideration.
(cb) In the event that any holder of First National/Osceola Shares record as of the Effective Time of the Merger of shares of North Penn Common Stock is unable to deliver the certificate which represents such holder's First National/Osceola Shares’s shares of North Penn Common Stock, CBFXxxxxxx, in the absence of actual notice that any First National/Osceola Shares shares of North Penn Common Stock theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, purchaser shall deliver to such holder the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF Xxxxxxx that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF Xxxxxxx to indemnify and hold CBF harmlessXxxxxxx harmless in respect of such stock certificate(s); and
(iii) Evidence to the reasonable satisfaction of CBF Xxxxxxx that such holder is the owner of the First National/Osceola Shares shares of North Penn Common Stock theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(dc) In the event that If the delivery of the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person other than the person in whose name any certificate representing First National/Osceola Shares shares of North Penn Common Stock surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the reasonable satisfaction of CBF Xxxxxxx that such tax has been paid or is not applicable.
(ed) No holder of First National/Osceola Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither Except as provided herein, the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger Agreement shall not be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Shares shares of North Penn Common Stock, and neither the Exchange Agent nor Xxxxxxx shall be obligated to deliver any of the Merger Consideration contemplated by this Agreement until such holder shall surrender the certificate or certificates representing shares of North Penn Common Stock as provided for by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then formerly representing CBF Shares issued in the Mergershares of North Penn Common Stock, without interest at the time of such surrender, the consideration contemplated by this AgreementMerger Consideration.
(e) At any time following six months after the Effective Time, Xxxxxxx shall be entitled to require the amount Exchange Agent to deliver to it any portion of any cash representing fractional CBF Shares the Exchange Fund which has not yet been disbursed to former holders of shares of North Penn Common Stock, and the amount of any dividends or other distributions thereafter, such holders shall be entitled to look to Xxxxxxx (subject to abandoned property and escheat laws) with respect to CBF Shares any amounts due upon surrender of their certificates formerly representing shares of North Penn Common Stock.
(f) Xxxxxxx or the Exchange Agent will be entitled to which such holder is entitled as a deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of CBF Sharesshares of North Penn Common Stock, such amounts as Xxxxxxx (or any Affiliate thereof) or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. Tax law. To the extent that such amounts are properly withheld by Xxxxxxx or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the shares of North Penn Common Stock in respect of whom such deduction and withholding were made by Xxxxxxx or the Exchange Agent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (North Penn Bancorp Inc), Merger Agreement (Norwood Financial Corp)
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After At the Effective Time of the Merger, CBF shall Sun will deliver or cause to be delivered to the Exchange Agent to deliver the consideration to be paid number of Sun Shares issuable and the amount of cash payable by CBF Sun for the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Advantage Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Advantage Shares who did not previously submit a properly completed Election Form (other than holders of Dissenting Shares) transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola Advantage Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Advantage Shares and the receipt of the consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Advantage Shares to transfer good and marketable title to such First National/Osceola Advantage Shares to CBFSun, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola Advantage shall be closed as to holders of First National/Osceola Advantage Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola Advantage Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Advantage Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Advantage Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates (other than Dissenting Shares) shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Advantage Shares represented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola record as of the Effective Time of the Merger of Advantage Shares (other than Dissenting Shares) is unable to deliver the certificate which represents such holder's First National/Osceola Advantage Shares, CBFSun, in the absence of actual notice that any First National/Osceola Advantage Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, purchaser shall deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Sun Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF Sun that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF Sun to indemnify and hold CBF harmlessSun harmless in respect of such stock certificate(s); and
(iii) Evidence to the satisfaction of CBF Sun that such holder is the owner of the First National/Osceola Advantage Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that If the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person other than the person in whose name any certificate representing First National/Osceola Advantage Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF Sun that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Advantage Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Sun Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares Agreement nor any dividend or other distribution with respect to CBF Sun Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Advantage Shares, and Sun shall not be obligated to deliver any of the consideration contemplated by this Agreement or any such dividend or other distribution with respect to Sun Shares until such holder shall surrender the certificate or certificates representing Advantage Shares as provided for by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF Sun Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF Shares Agreement and the amount of any dividends or other distributions with respect to CBF Sun Shares to which such holder is entitled as a holder of CBF Sun Shares.
Appears in 1 contract
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as On the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After business day immediately prior to the Effective Time of the Merger, CBF shall Xxxxxxx will deliver or cause to be delivered to Computershare or another third-party agent to be appointed by Xxxxxxx and reasonably acceptable to UpState (the “Exchange Agent Agent”) an amount of cash equal to deliver the consideration aggregate Cash Consideration to be paid by CBF for pursuant to Section 2.1 hereof (the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares“Exchange Fund”). As promptly as practicable after the Effective Time of the Merger, but not later than ten (10) days after the Effective Time, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Shares shares of UpState Common Stock who did not previously submit an Election Form transmittal materials (the "“Letter of Transmittal"”) for use in exchanging their certificates formerly representing First National/Osceola Shares shares of UpState Common Stock for the consideration Merger Consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Shares shares of UpState Common Stock and the receipt of the consideration Merger Consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Shares shares of UpState Common Stock to transfer good and marketable title to such First National/Osceola Shares shares of UpState Common Stock to CBFXxxxxxx, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola UpState shall be closed as to holders of First National/Osceola Shares shares of UpState Common Stock immediately prior to the Effective Time of the Merger and Merger, no transfer of First National/Osceola Shares shares of UpState Common Stock by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Shares shares of UpState Common Stock shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Sharesshares of UpState Common Stock. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Shares represented thereby were converted in the MergerMerger Consideration other than Dissenting Shares.
(c) In the event that any holder of First National/Osceola Shares record as of the Effective Time of the Merger of shares of UpState Common Stock is unable to deliver the certificate which represents such holder's First National/Osceola Shares’s shares of UpState Common Stock, CBFXxxxxxx, in the absence of actual notice that any First National/Osceola Shares shares of UpState Common Stock theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, shall deliver to such holder the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An an affidavit or other evidence to the reasonable satisfaction of CBF Xxxxxxx that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such such security or indemnity as may be reasonably requested by CBF Xxxxxxx to indemnify and hold CBF harmlessXxxxxxx harmless in respect of such stock certificate(s); and
(iii) Evidence evidence to the reasonable satisfaction of CBF Xxxxxxx that such holder is the owner of the First National/Osceola Shares shares of UpState Common Stock theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that If the delivery of the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person other than the person in whose name any certificate representing First National/Osceola Shares shares of UpState Common Stock surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the reasonable satisfaction of CBF Xxxxxxx that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Shares shall be entitled to receive any dividends or other distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger Xxxxxxx Common Stock shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Shares shares of UpState Common Stock entitled to be converted into Xxxxxxx Common Stock until the holder thereof shall surrender such certificate or certificates in accordance with this Section 2.3. Following the surrender of such certificate or certificates in accordance with this Section 2.3, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to the whole shares of Xxxxxxx Common Stock which the shares of UpState Common Stock represented by such certificate or certificates have been converted into the right to receive.
(f) Except as provided herein, the consideration contemplated by this Agreement shall not be paid to the holder of any unsurrendered certificate or certificates representing shares of UpState Common Stock, and neither the Exchange Agent nor Xxxxxxx shall be obligated to deliver any of the Merger Consideration contemplated by this Agreement until such holder shall surrender the certificate or certificates representing shares of UpState Common Stock as provided for by this Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then formerly representing CBF Shares issued in the Mergershares of UpState Common Stock, without interest at the time of such surrender, the consideration contemplated by this AgreementMerger Consideration.
(g) At any time following six months after the Effective Time, Xxxxxxx shall be entitled to require the amount Exchange Agent to deliver to it any portion of any cash representing fractional CBF Shares the Exchange Fund which has not yet been disbursed to former holders of shares of UpState Common Stock, and the amount of any dividends or other distributions thereafter, such holders shall be entitled to look to Xxxxxxx (subject to abandoned property and escheat laws) with respect to CBF Shares any amounts due upon surrender of their certificates formerly representing shares of UpState Common Stock.
(h) Xxxxxxx or the Exchange Agent will be entitled to which such holder is entitled as a deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of CBF Sharesshares of UpState Common Stock, such amounts as Xxxxxxx (or any Affiliate thereof) or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. Tax law. To the extent that such amounts are properly withheld by Xxxxxxx or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the shares of UpState Common Stock in respect of whom such deduction and withholding were made by Xxxxxxx or the Exchange Agent.
Appears in 1 contract
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After At the Effective Time of the Merger, CBF shall Beneficial will deliver or cause to be delivered to a third-party agent to be appointed by Beneficial and reasonably acceptable to SE Corp (the “Exchange Agent Agent”) an amount of cash equal to deliver the consideration aggregate Merger Consideration to be paid by CBF for pursuant to Section 2.1 hereof (the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares“Exchange Fund”). As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola SE Corp Shares transmittal materials (the "“Letter of Transmittal"”) for use in exchanging their certificates formerly representing First National/Osceola SE Corp Shares for the consideration Merger Consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola SE Corp Shares and the receipt of the consideration Merger Consideration contemplated by this Agreement and shall will require each holder of First National/Osceola SE Corp Shares to transfer good and marketable title to such First National/Osceola SE Corp Shares to CBFBeneficial, free and clear of all liens, claims and encumbrancesEncumbrances.
(ba) At the Effective Time of the Merger, the stock transfer books of First National/Osceola SE Corp shall be closed as to holders of First National/Osceola SE Corp Shares immediately prior to the Effective Time of the Merger and Merger, no transfer of First National/Osceola SE Corp Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola SE Corp Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola SE Corp Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Shares represented thereby were converted in the MergerMerger Consideration.
(cb) In the event that any holder of First National/Osceola record as of the Effective Time of the Merger of SE Corp Shares is unable to deliver the certificate which represents such holder's First National/Osceola ’s SE Corp Shares, CBFBeneficial, in the absence of actual notice that any First National/Osceola SE Corp Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, purchaser shall deliver to such holder the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF Beneficial that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF Beneficial to indemnify and hold CBF harmlessBeneficial harmless in respect of such stock certificate(s); and
(iii) Evidence to the reasonable satisfaction of CBF Beneficial that such holder is the owner of the First National/Osceola SE Corp Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person Person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(dc) In the event that If the delivery of the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person Person other than the person Person in whose name any certificate representing First National/Osceola SE Corp Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person Person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person Person other than the registered holder of such certificate surrendered or establish to the reasonable satisfaction of CBF Beneficial that such tax has been paid or is not applicable.
(ed) No holder of First National/Osceola Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither Except as provided herein, the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger Agreement shall not be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola SE Corp Shares, and neither the Exchange Agent nor Beneficial shall be obligated to deliver any of the Merger Consideration contemplated by this Agreement until such holder shall surrender the certificate or certificates representing SE Corp Shares as provided for by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then formerly representing CBF Shares issued in the MergerSE Corp Shares, without interest at the time of such surrender, the consideration contemplated by this AgreementMerger Consideration.
(e) At any time following six months after the Effective Time, Beneficial shall be entitled to require the amount Exchange Agent to deliver to it any portion of any cash representing fractional CBF Shares the Exchange Fund which has not yet been disbursed to former holders of SE Corp Shares, and the amount of any dividends or other distributions thereafter, such holders shall be entitled to look to Beneficial (subject to abandoned property and escheat laws) with respect to CBF Shares any amounts due upon surrender of their certificates formerly representing SE Corp Shares.
(f) Beneficial or the Exchange Agent will be entitled to which such holder is entitled as a deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of CBF SE Corp Shares, such amounts as Beneficial (or any Affiliate thereof) or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. Tax law. To the extent that such amounts are properly withheld by Beneficial or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the SE Corp Shares in respect of whom such deduction and withholding were made by Beneficial or the Exchange Agent.
Appears in 1 contract
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as On the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After business day immediately prior to the Effective Time of the Merger, CBF shall Xxxxxxx will deliver or cause to be delivered to Computershare or another third-party agent to be appointed by Xxxxxxx and reasonably acceptable to Delaware (the “Exchange Agent Agent”) an amount of cash equal to deliver the consideration aggregate Cash Consideration to be paid by CBF for pursuant to Section 2.1 hereof (the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares“Exchange Fund”). As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Shares shares of Delaware Common Stock who did not previously submit an Election Form transmittal materials (the "“Letter of Transmittal"”) for use in exchanging their certificates formerly representing First National/Osceola Shares shares of Delaware Common Stock for the consideration Merger Consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Shares shares of Delaware Common Stock and the receipt of the consideration Merger Consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Shares shares of Delaware Common Stock to transfer good and marketable title to such First National/Osceola Shares shares of Delaware Common Stock to CBFXxxxxxx, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola Delaware shall be closed as to holders of First National/Osceola Shares shares of Delaware Common Stock immediately prior to the Effective Time of the Merger and Merger, no transfer of First National/Osceola Shares shares of Delaware Common Stock by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Shares shares of Delaware Common Stock shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Sharesshares of Delaware Common Stock. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Shares represented thereby were converted in the MergerMerger Consideration other than Dissenting Shares.
(c) In the event that any holder of First National/Osceola Shares record as of the Effective Time of the Merger of shares of Delaware Common Stock is unable to deliver the certificate which represents such holder's First National/Osceola Shares’s shares of Delaware Common Stock, CBFXxxxxxx, in the absence of actual notice that any First National/Osceola Shares shares of Delaware Common Stock theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, shall deliver to such holder the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An an affidavit or other evidence to the reasonable satisfaction of CBF Xxxxxxx that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such such security or indemnity as may be reasonably requested by CBF Xxxxxxx to indemnify and hold CBF harmlessXxxxxxx harmless in respect of such stock certificate(s); and
(iii) Evidence evidence to the reasonable satisfaction of CBF Xxxxxxx that such holder is the owner of the First National/Osceola Shares shares of Delaware Common Stock theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that If the delivery of the consideration Merger Consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person other than the person in whose name any certificate representing First National/Osceola Shares shares of Delaware Common Stock surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the reasonable satisfaction of CBF Xxxxxxx that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Shares shall be entitled to receive any dividends or other distributions declared or made with respect to the CBF Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares nor any dividend or other distribution with respect to CBF Shares where the record date thereof is on or after the Effective Time of the Merger Xxxxxxx Common Stock shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Shares shares of Delaware Common Stock entitled to be converted into Xxxxxxx Common Stock until the holder thereof shall surrender such certificate or certificates in accordance with this Section 2.3. Following the surrender of such certificate or certificates in accordance with this Section 2.3, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to the whole shares of Xxxxxxx Common Stock which the shares of Delaware Common Stock represented by such certificate or certificates have been converted into the right to receive.
(f) Except as provided herein, the consideration contemplated by this Agreement shall not be paid to the holder of any unsurrendered certificate or certificates representing shares of Delaware Common Stock, and neither the Exchange Agent nor Xxxxxxx shall be obligated to deliver any of the Merger Consideration contemplated by this Agreement until such holder shall surrender the certificate or certificates representing shares of Delaware Common Stock as provided for by this Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then formerly representing CBF Shares issued in the Mergershares of Delaware Common Stock, without interest at the time of such surrender, the consideration contemplated by this AgreementMerger Consideration.
(g) At any time following six months after the Effective Time, Xxxxxxx shall be entitled to require the amount Exchange Agent to deliver to it any portion of any cash representing fractional CBF Shares the Exchange Fund which has not yet been disbursed to former holders of shares of Delaware Common Stock, and the amount of any dividends or other distributions thereafter, such holders shall be entitled to look to Xxxxxxx (subject to abandoned property and escheat laws) with respect to CBF Shares any amounts due upon surrender of their certificates formerly representing shares of Delaware Common Stock.
(h) Xxxxxxx or the Exchange Agent will be entitled to which such holder is entitled as a deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement or the transactions contemplated hereby to any holder of CBF Sharesshares of Delaware Common Stock, such amounts as Xxxxxxx (or any Affiliate thereof) or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. Tax law. To the extent that such amounts are properly withheld by Xxxxxxx or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the shares of Delaware Common Stock in respect of whom such deduction and withholding were made by Xxxxxxx or the Exchange Agent.
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Effectuating Conversion. (a) CBFAmerican Stock Transfer & Trust Company, or such other third party institution as CBF SouthTrust and ST-Bank may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After As of the Effective Time of the Merger, CBF shall SouthTrust will deliver or cause to be delivered to the Exchange Agent to deliver the consideration to be paid by CBF SouthTrust for the First National/Osceola FloridaFirst Shares, along with the appropriate cash payment in lieu of fractional interests in CBF SouthTrust Shares. As promptly as practicable Not later than three business days after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola FloridaFirst Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola FloridaFirst Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola FloridaFirst Shares and the receipt of the consideration contemplated by this Agreement and shall will require each holder of First National/Osceola FloridaFirst Shares to transfer good and marketable title to such First National/Osceola FloridaFirst Shares to CBFSouthTrust, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola FloridaFirst shall be closed as to holders of First National/Osceola FloridaFirst Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola FloridaFirst Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola FloridaFirst Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola FloridaFirst Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola FloridaFirst Shares represented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola record as of the Effective Time of the Merger of FloridaFirst Shares is unable to deliver the certificate which represents such holder's First National/Osceola FloridaFirst Shares, CBFSouthTrust, in the absence of actual notice that any First National/Osceola FloridaFirst Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF SouthTrust Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF SouthTrust that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF SouthTrust to indemnify and hold CBF harmlessSouthTrust harmless in respect of such stock certificate(s); and
(iii) Evidence to the satisfaction of CBF SouthTrust that such holder is the owner of the First National/Osceola FloridaFirst Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF SouthTrust Shares are to be made to a person other than the person in whose name any certificate representing First National/Osceola FloridaFirst Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF SouthTrust that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola FloridaFirst Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF SouthTrust Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF SouthTrust Shares nor any dividend or other distribution with respect to CBF SouthTrust Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola FloridaFirst Shares, and SouthTrust shall not be obligated to deliver any of the consideration contemplated by this Agreement, any amount of cash representing fractional SouthTrust Shares or any such dividend or other distribution with respect to SouthTrust Shares until such holder shall surrender the certificate or certificates representing FloridaFirst Shares as provided for by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF SouthTrust Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF SouthTrust Shares and the amount of any dividends or other distributions with respect to CBF SouthTrust Shares to which such holder is entitled as a holder of CBF SouthTrust Shares.
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Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After Immediately prior to the Effective Time of the MergerTime, CBF shall Sterling will deliver or cause to be delivered to the Exchange Agent to deliver the consideration to be paid number of Sterling Shares issuable and the amount of cash payable by CBF Sterling for the First National/Osceola Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Farnsworth Shares. As promptly as practicable proxxxxx xx xracticable after the Effective Time of the Mergerbut in no event later than five business days, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Farnsworth Shares who did xxx xxxxxxusly submit a properly completed Election Form (other than holders of Dissenting Shares) transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola Farnsworth Shares for the xxx consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Farnsworth Shares and the receipt xxxxxxx of the consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Farnsworth Shares to transfer good tranxxxx xxxx and marketable title to such First National/Osceola Farnsworth Shares to CBFStexxxxx, free xxee and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the MergerTime, the stock transfer books of First National/Osceola Farnsworth shall be closed as to cloxxx xx xo holders of First National/Osceola Farnsworth Shares immediately xxxxxxxtely prior to the Effective Time of the Merger and no transfer of First National/Osceola Shares by any such Farnsworth Sharex xx xxx xuch holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Farnsworth Shares shallxxxxx, without xithout any action on the part of any holder thereof, no longer represent First National/Osceola Farnsworth Shares. If, after the xxxxx xhe Effective Time of the MergerTime, certificates are properly presented to CBFthe Exchange Agent, such certificates (other than Dissenting Shares) shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Farnsworth Shares represented xxxxxxented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola record as of the Effective Time of Farnsworth Shares (other xxxx Xxssenting Shares) is unable to deliver the certificate which represents such holder's First National/Osceola Farnsworth Shares, CBFSterlixx, in the xx xxe absence of actual notice that any First National/Osceola Farnsworth Shares theretofore represented theretoxxxx xxxxesented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, purchaser shall deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Sterling Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF Sterling that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security or indemnity as may be reasonably requested by CBF Sterling to indemnify and hold CBF harmlessSterling harmless in respect of such stock certificate(s); and
(iii) Evidence to the satisfaction of CBF Sterling that such holder is the owner of the First National/Osceola Farnsworth Shares theretofore represented theretxxxxx xxxresented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that If the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF Shares are is to be made to a person other than the person in whose name any certificate representing First National/Osceola Farnsworth Shares surrendered is registeredsurrendxxxx xx xxgistered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF Sterling that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Farnsworth Shares shall be entitled xx xxxxxxed to receive any dividends or distributions declared or made with respect to the CBF Sterling Shares with a record date before the Effective Time of the MergerTime. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF Shares Agreement nor any dividend or other distribution with respect to CBF Sterling Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Farnsworth Shares, and Stexxxxx xxxxl not be obligated to deliver any of the consideration contemplated by this Agreement or any such dividend or other distribution with respect to Sterling Shares until such holder shall surrender the certificate or certificates representing Farnsworth Shares as provided for provxxxx xxx by this the Agreement. Subject to applicable laws, following surrender of any such certificate or certificates, there shall be paid to the holder of the certificate or certificates then representing CBF Sterling Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF Shares Agreement and the amount of any dividends or other distributions with respect to CBF Sterling Shares to which such holder is entitled as a holder of CBF Sterling Shares.
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Effectuating Conversion. (a) CBFCapitalSouth Bank, or such other institution as CBF CapitalSouth may designate, shall serve as the exchange agent (the "“Exchange Agent"”). The Exchange Agent may employ sub-agents in connection with performing its duties. After As of the Effective Time of the Merger, CBF shall CapitalSouth will deliver or cause to be delivered to the Exchange Agent to deliver the consideration to be paid by CBF CapitalSouth for the First National/Osceola Monticello Shares, along with the appropriate cash payment in lieu of fractional interests in CBF CapitalSouth Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Osceola Monticello Shares transmittal materials (the "“Letter of Transmittal"”) for use in exchanging their certificates formerly representing First National/Osceola Monticello Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall will contain instructions with respect to the surrender of certificates representing First National/Osceola Monticello Shares and the receipt of the consideration contemplated by this Agreement and shall will require each holder of First National/Osceola Monticello Shares to transfer good and marketable title to such First National/Osceola Monticello Shares to CBFCapitalSouth, free and clear of all liens, claims and encumbrances.
(b) At the Effective Time of the Merger, the stock transfer books of First National/Osceola Monticello shall be closed as to holders of First National/Osceola Monticello Shares immediately prior to the Effective Time of the Merger and no transfer of First National/Osceola Monticello Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing First National/Osceola Monticello Shares shall, without any action on the part of any holder thereof, no longer represent First National/Osceola Monticello Shares. If, after the Effective Time of the Merger, certificates are properly presented to CBFthe Exchange Agent, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the First National/Osceola Monticello Shares represented thereby were converted in the Merger.
(c) In the event that any holder of First National/Osceola record as of the Effective Time of the Merger of Monticello Shares is unable to deliver the certificate which represents such holder's First National/Osceola ’s Monticello Shares, CBFCapitalSouth, in the absence of actual notice that any First National/Osceola Monticello Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, deliver to such holder the consideration contemplated by this Agreement and the amount of cash representing fractional CBF CapitalSouth Shares to which such holder is entitled in accordance with the provisions of this Agreement upon the presentation of all of the following:
(i) An affidavit or other evidence to the reasonable satisfaction of CBF CapitalSouth that any such certificate has been lost, wrongfully taken or destroyed;
(ii) Such security indemnity and, with respect to holders of ten (10) or indemnity more Monticello Shares, security, such as a bond, as may be reasonably requested by CBF CapitalSouth to indemnify and hold CBF harmlessCapitalSouth harmless in respect of such stock certificate(s); and
(iii) Evidence to the satisfaction of CBF CapitalSouth that such holder is the owner of the First National/Osceola Monticello Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.
(d) In the event that the delivery of the consideration contemplated by this Agreement and the amount of cash representing fractional CBF CapitalSouth Shares are to be made to a person other than the person in whose name any certificate representing First National/Osceola Monticello Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of CBF CapitalSouth that such tax has been paid or is not applicable.
(e) No holder of First National/Osceola Monticello Shares shall be entitled to receive any dividends or distributions declared or made with respect to the CBF CapitalSouth Shares with a record date before the Effective Time of the Merger. Neither the consideration contemplated by this Agreement, any amount of cash representing fractional CBF CapitalSouth Shares nor any dividend or other distribution with respect to CBF CapitalSouth Shares where the record date thereof is on or after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate or certificates representing First National/Osceola Monticello Shares (or the substitute documents contemplated by Section 2.5(c) hereof), and CapitalSouth shall not be obligated to deliver any of the consideration contemplated by this Agreement, any amount of cash representing fractional CapitalSouth Shares or any such dividend or other distribution with respect to CapitalSouth Shares until such holder shall surrender the certificate or certificates representing Monticello Shares as provided for by this AgreementAgreement (or the substitute documents contemplated by Section 2.5(c) hereof). Subject to applicable laws, following surrender of any such certificate or certificatescertificates (or the substitute documents contemplated by Section 2.5(c) hereof), there shall be paid to the holder of the certificate or certificates then representing CBF CapitalSouth Shares issued in the Merger, without interest at the time of such surrender, the consideration contemplated by this Agreement, the amount of any cash representing fractional CBF CapitalSouth Shares and the amount of any dividends or other distributions with respect to CBF CapitalSouth Shares to which such holder is entitled as a holder of CBF CapitalSouth Shares.
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