Common use of Exchange Agent Deliveries Clause in Contracts

Exchange Agent Deliveries. Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of First Place Common Stock (and including, payment for fractional shares under Section 2.4 hereof) and, if such holder's shares of OC Financial Common Stock have been converted into First Place Common Stock, any other distribution theretofore paid with respect to First Place Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of First Place Common Stock into which such OC Financial Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial of Certificates representing shares of OC Financial Common Stock and if such Certificates are presented to OC Financial for transfer, they shall be cancelled against delivery of certificates for First Place Common Stock or cash as hereinabove provided in this Section. No dividends which have been declared will be remitted to any person entitled to receive shares of First Place Common Stock until such person surrenders the Certificate or Certificates representing OC Financial Common Stock, at which time such dividends shall be remitted to such person, without interest.

Exchange Agent Deliveries. Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to evidence of a certificate or certificates book-entry representing the number of whole shares of First Place FCBI Common Stock converted from PBV Common Stock pursuant to the Exchange Ratio; an amount of cash equal to Six and 08/100 Dollars ($6.08) per share of PBV Common Stock held; and including, payment the amount required to be paid in exchange for any fractional shares under Section 2.4 hereof) and, if such holder's shares of OC Financial FCBI Common Stock to which a holder would otherwise be entitled for the PBV Common Stock previously represented by such Certificate or Certificates. Certificates surrendered shall have been converted into First Place Common Stock, pursuant to this Agreement and any other distribution theretofore paid with respect to First Place FCBI Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate Certificate, which prior to the Effective Time represented OC Financial PBV Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein herein, shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent Agent, be deemed to evidence ownership of the number of book-entry shares of First Place FCBI Common Stock into which such OC Financial PBV Common Stock shall have been converted. After , as well as the Effective Time, there shall be no further transfer on right to receive the records corresponding cash portion of OC Financial of Certificates representing shares of OC Financial Common Stock and if such Certificates are presented to OC Financial for transfer, they shall be cancelled against delivery of certificates for First Place Common Stock or cash as hereinabove provided in this Sectionthe Per Share Merger Consideration. No dividends which that have been declared will be remitted to any person entitled to receive shares of First Place FCBI Common Stock until such person Person surrenders the Certificate or Certificates representing OC Financial PBV Common Stock, at which time such dividends shall be remitted to such personPerson, without interest.

Exchange Agent Deliveries. Each After completion of the allocations referred to in paragraphs (d), (e) and (f) of Section 2.2 hereof, each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of First Place Common Stock and/or the amount of cash into which the aggregate number of shares of Franklin Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement (and including, but not limited to, payment for fractional shares under Section 2.4 2.5 hereof) and, if such holder's ’s shares of OC Financial Franklin Common Stock have been converted into First Place Common Stock, any other distribution theretofore paid with respect to First Place Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial Franklin Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of First Place Common Stock and/or the right to receive the amount of cash into which such OC Financial Franklin Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial Franklin of Certificates representing shares of OC Financial Franklin Common Stock and if such Certificates are presented to OC Financial Franklin for transfer, they shall be cancelled against delivery of certificates for First Place Common Stock or cash as hereinabove provided in this Sectionprovided. No dividends which have been declared will be remitted to any person entitled to receive shares of First Place Common Stock under Section 2.2 hereof until such person surrenders the Certificate or Certificates representing OC Financial Franklin Common Stock, at which time such dividends shall be remitted to such person, without interest.

Exchange Agent Deliveries. Each After completion of the allocations referred to in paragraphs (d), (e) and (f) of Section 2.2 hereof, each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of First Place Common Stock and/or the amount of cash into which the aggregate number of shares of Northern Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement (and including, but not limited to, payment for fractional shares under Section 2.4 2.5 hereof) and, if such holder's ’s shares of OC Financial Northern Common Stock have been converted into First Place Common Stock, any other distribution theretofore paid with respect to First Place Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial Northern Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of First Place Common Stock and/or the right to receive the amount of cash into which such OC Financial Northern Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial Northern of Certificates representing shares of OC Financial Northern Common Stock and if such Certificates are presented to OC Financial Northern for transfer, they shall be cancelled against delivery of certificates for First Place Common Stock or cash as hereinabove provided in this Sectionprovided. No dividends which have been declared will be remitted to any person entitled to receive shares of First Place Common Stock under Section 2.2 hereof until such person surrenders the Certificate or Certificates representing OC Financial Northern Common Stock, at which time such dividends shall be remitted to such person, without interest.

Exchange Agent Deliveries. Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of First Place FCBI Common Stock (and including, payment for fractional shares under Section 2.4 hereof) and, if such holder's the amount of cash into which the aggregate number of shares of OC Financial CCFC Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted into First Place Common Stock, pursuant to this Agreement and any other distribution theretofore paid with respect to First Place FCBI Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial CCFC Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent Agent, be deemed to evidence ownership of the number of shares of First Place FCBI Common Stock and the right to receive the amount of cash into which such OC Financial CCFC Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial CCFC of Certificates representing shares of OC Financial CCFC Common Stock and and, if such Certificates are presented to OC Financial CCFC for transfer, they shall be cancelled against delivery of certificates for First Place FCBI Common Stock or and cash as hereinabove provided in this Sectionprovided. No dividends which have been declared will be remitted to any person entitled to receive shares of First Place FCBI Common Stock until such person surrenders the Certificate or Certificates representing OC Financial CCFC Common Stock, at which time such dividends shall be remitted to such personPerson, without interest.

Exchange Agent Deliveries. Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to evidence of a certificate or certificates book-entry representing the number of whole shares of First Place FCBI Common Stock converted from PBV Common Stock pursuant to the Exchange Ratio; an amount of cash equal to Six and 08/100 Dollars ($6.08) per share of PBV Common Stock held; and including, payment the amount required to be paid in exchange for any fractional shares under Section 2.4 hereof) and, if such holder's shares of OC Financial FCBI Common Stock to which a holder would otherwise be entitled for the PBV Common Stock previously represented by such Certificate or Certificates. Certificates surrendered shall have been converted into First Place Common Stock, pursuant to this Plan of Merger and any other distribution theretofore paid with respect to First Place FCBI Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate Certificate, which prior to the Effective Time represented OC Financial PBV Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein herein, shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent Agent, be deemed to evidence ownership of the number of book-entry shares of First Place FCBI Common Stock into which such OC Financial PBV Common Stock shall have been converted. After , as well as the Effective Time, there shall be no further transfer on right to receive the records corresponding cash portion of OC Financial of Certificates representing shares of OC Financial Common Stock and if such Certificates are presented to OC Financial for transfer, they shall be cancelled against delivery of certificates for First Place Common Stock or cash as hereinabove provided in this Sectionthe Per Share Merger Consideration. No dividends which that have been declared will be remitted to any person entitled to receive shares of First Place FCBI Common Stock until such person Person surrenders the Certificate or Certificates representing OC Financial PBV Common Stock, at which time such dividends shall be remitted to such personPerson, without interest.

Exchange Agent Deliveries. (i) Each holder of an outstanding Certificate or Certificates or Book- Entry Shares who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to evidence of issuance in book entry form, or upon written request of such holder, a certificate or certificates representing representing, the number of whole shares of First Place PPBI Common Stock (and including, payment for fractional shares under Section 2.4 hereof) and, if such holder's into which the aggregate number of shares of OC Financial HEOP Common Stock previously represented by such Certificate or Certificates or Book-Entry Shares surrendered shall have been converted into First Place Common Stock, pursuant to this Agreement and any other distribution theretofore paid with respect to First Place PPBI Common Stock issuable in the Merger, in each case case, without interest. The Exchange Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose consistent with the notice and form of letter of transmittal to effect an orderly exchange thereof in accordance with normal exchange practices. (ii) Each outstanding Certificate or Book-Entry Share which prior to the Effective Time represented OC Financial HEOP Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent Agent, be deemed to evidence ownership of the number of shares of First Place PPBI Common Stock into which such OC Financial HEOP Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial HEOP of Certificates or Book-Entry Shares representing shares of OC Financial HEOP Common Stock and and, if such Certificates or Book-Entry Shares are presented to OC Financial HEOP for transfer, they shall be cancelled against delivery of certificates for First Place PPBI Common Stock or cash as hereinabove provided in this Sectionprovided. No dividends which have been declared will be remitted to any person Person entitled to receive shares of First Place PPBI Common Stock under Section 3.01 until such person Person surrenders the Certificate or Certificates or Book-Entry Shares representing OC Financial HEOP Common Stock, at which time such dividends shall be remitted to such personPerson, without interest.

Exchange Agent Deliveries. Each After completion of the allocations referred to in paragraphs (d), (e) and (f) of Section 3.2, each holder of an outstanding ProCentury Common Share who has surrendered the Certificate or Certificates who has surrendered representing such Certificate or Certificates shares to the Exchange Agent (or otherwise complied with Section 3.3(d) or the other procedures established by the Exchange Agent with respect to the matters set forth therein) will, upon acceptance thereof by the Exchange Agent, be entitled to receive a certificate or certificates representing the number of whole shares of First Place Meadowbrook Common Stock (and represented by a certificate or, as applicable, issued in book-entry only form) and/or the amount of cash into which the aggregate number of ProCentury Common Shares surrendered shall have been converted pursuant to this Agreement (including, but not limited to, payment for fractional shares under Section 2.4 hereof3.5) and, if such holder's shares of OC Financial ’s ProCentury Common Stock Shares have been converted into First Place Meadowbrook Common Stock, any other distribution theretofore paid with respect to First Place Meadowbrook Common Stock issuable in after the MergerEffective Time, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial ProCentury Common Stock Shares and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of First Place Meadowbrook Common Stock and/or the right to receive the amount of cash into which such OC Financial ProCentury Common Stock Shares shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial ProCentury of Certificates representing shares of OC Financial ProCentury Common Stock Shares and if such Certificates shares are presented to OC Financial ProCentury for transfer, they shall be cancelled against delivery of certificates for First Place shares of Meadowbrook Common Stock or cash as hereinabove provided in this Sectionprovided. No dividends which have been declared will be remitted to any person Person entitled to receive shares of First Place Meadowbrook Common Stock under Section 3.2 until such person Person surrenders the Certificate or Certificates representing OC Financial 15 ProCentury Common StockShares (or otherwise complied with Section 3.3(d) or the other procedures established by the Exchange Agent with respect to the matters set forth therein), at which time such dividends shall be remitted to such personPerson, without interest.

Exchange Agent Deliveries. Each After completion of the allocations referred to in paragraphs (d), (e) and (f) of Section 3.2, each holder of an outstanding ProCentury Common Share who has surrendered the Certificate or Certificates who has surrendered representing such Certificate or Certificates shares to the Exchange Agent (or otherwise complied with Section 3.3(d) or the other procedures established by the Exchange Agent with respect to the matters set forth therein) will, upon acceptance thereof by the Exchange Agent, be entitled to receive a certificate or certificates representing the number of whole shares of First Place Meadowbrook Common Stock (and represented by a certificate or, as applicable, issued in book-entry only form) and/or the amount of cash into which the aggregate number of ProCentury Common Shares surrendered shall have been converted pursuant to this Agreement (including, but not limited to, payment for fractional shares under Section 2.4 hereof3.5) and, if such holder's shares of OC Financial ’s ProCentury Common Stock Shares have been converted into First Place Meadowbrook Common Stock, any other distribution theretofore paid with respect to First Place Meadowbrook Common Stock issuable in after the MergerEffective Time, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial ProCentury Common Stock Shares and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of First Place Meadowbrook Common Stock and/or the right to receive the amount of cash into which such OC Financial ProCentury Common Stock Shares shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial ProCentury of Certificates representing shares of OC Financial ProCentury Common Stock Shares and if such Certificates shares are presented to OC Financial ProCentury for transfer, they shall be cancelled against delivery of certificates for First Place shares of Meadowbrook Common Stock or cash as hereinabove provided in this Sectionprovided. No dividends which have been declared will be remitted to any person Person entitled to receive shares of First Place Meadowbrook Common Stock under Section 3.2 until such person Person surrenders the Certificate or Certificates representing OC Financial ProCentury Common StockShares (or otherwise complied with Section 3.3(d) or the other procedures established by the Exchange Agent with respect to the matters set forth therein), at which time such dividends shall be remitted to such personPerson, without interest.

Exchange Agent Deliveries. Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of First Place FCBI Common Stock (and including, payment an amount of cash in exchange for any fractional shares under Section 2.4 hereof) and, if such holder's shares of OC Financial TCB Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted into First Place Common Stock, pursuant to this Agreement and any other distribution theretofore paid with respect to First Place FCBI Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial TCB Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent Agent, be deemed to evidence ownership of the number of shares of First Place FCBI Common Stock and the right to receive the FCBI shares into which such OC Financial TCB Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial TCB of Certificates representing shares of OC Financial TCB Common Stock and and, if such Certificates are presented to OC Financial TCB for transfer, they shall be cancelled against delivery of certificates for First Place FCBI Common Stock or cash as hereinabove provided in this SectionStock. No dividends which have been declared will be remitted to any person entitled to receive shares of First Place FCBI Common Stock until such person surrenders the Certificate or Certificates representing OC Financial TCB Common Stock, at which time such dividends shall be remitted to such personPerson, without interest.

Exchange Agent Deliveries. Each After completion of the allocations referred to in paragraphs (d), (e) and (f) of Section 2.2 hereof, each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of First Place Common Stock and/or the amount of cash into which the aggregate number of shares of Franklin Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement (and including, but not limited to, payment for fractional shares under Section 2.4 2.5 hereof) and, if such holder's shares of OC Financial Franklin Common Stock have been converted into First Place Common Stock, any other distribution theretofore paid with respect to First Place Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented OC Financial Franklin Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of First Place Common Stock and/or the right to receive the amount of cash into which such OC Financial Franklin Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of OC Financial Franklin of Certificates representing shares of OC Financial Franklin Common Stock and if such Certificates are presented to OC Financial Franklin for transfer, they shall be cancelled against delivery of certificates for First Place Common Stock or cash as hereinabove provided in this Sectionprovided. No dividends which have been declared will be remitted to any person entitled to receive shares of First Place Common Stock under Section 2.2 hereof until such person surrenders the Certificate or Certificates representing OC Financial Franklin Common Stock, at which time such dividends shall be remitted to such person, without interest.