Common use of Exchange Agent Deliveries Clause in Contracts

Exchange Agent Deliveries. After completion of the allocations referred to in paragraphs (d) and (e) of Section 2.2 hereof, each holder of an outstanding Certificates who has surrendered such 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 Camco Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement (including, but not limited to, payment for fractional shares under Section 2.5 hereof) and, if such holder’s shares of Camco 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 Camco 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 Camco Common Stock shall have been converted. 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 Certificates representing Camco Common Stock, at which time such dividends shall be remitted to such person, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (First Place Financial Corp /De/), Agreement and Plan of Merger (Camco Financial Corp)

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Exchange Agent Deliveries. After completion of the allocations allocation referred to in paragraphs paragraph (d) and (e) of Section 2.2 hereof3.02, 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 Washington Federal Common Stock and/or the amount of cash into which the aggregate number of shares of Camco First Mutual Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement (including, but not limited to, payment for fractional shares under Section 2.5 hereof) and, if such holder’s shares of Camco First Mutual Common Stock have been converted into First Place Washington Federal Common Stock, any other distribution theretofore paid with respect to First Place Washington Federal 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 Camco First Mutual 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 Washington Federal Common Stock and/or the right to receive the amount of cash into which such Camco First Mutual Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of First Mutual of Certificates representing shares of First Mutual Common Stock and, if such Certificates are presented to First Mutual for transfer, they shall be cancelled against delivery of certificates for Washington Federal Common Stock and/or cash as hereinabove provided. No dividends which have been declared will be remitted to any person entitled to receive shares of First Place Washington Federal Common Stock under Section 2.2 hereof 3.02 until such person surrenders the Certificate or Certificates representing Camco First Mutual Common Stock, at which time such dividends shall be remitted to such person, without interest.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Washington Federal Inc), Shareholder Agreement (First Mutual Bancshares Inc)

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Exchange Agent Deliveries. After completion of the allocations referred to in paragraphs (d) and (e) of Section 2.2 hereof, each Each holder of an outstanding Certificates certificate or certificates or book-entry shares who has surrendered such Certificates certificate or certificates or book-entry shares to the Exchange Agent exchange agent will, upon acceptance thereof by the Exchange Agentexchange agent, be entitled to a certificate or certificates representing evidence of issuance in book entry form, the number of whole shares of First Place Common Stock and/or the amount of cash Forian common stock into which the aggregate number of shares of Camco Common Stock Helix common stock previously represented by such Certificate certificate or Certificates certificates or book-entry shares surrendered shall will have been converted pursuant to this Agreement (including, but not limited to, payment for fractional shares under Section 2.5 hereof) and, if such holder’s shares of Camco Common Stock have been converted into First Place Common Stock, the merger agreement and any other distribution theretofore paid with respect to First Place Common Stock Forian common stock issuable in the Mergermerger, in each case case, without interest. The Exchange Agent shall exchange agent will accept such Certificates certificates or book-entry shares upon compliance with such reasonable terms and conditions as the Exchange Agent 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. Each outstanding Certificate certificate or book-entry share which prior to the Effective Time effective time represented Camco Common Stock Helix common stock and which is not surrendered to the Exchange Agent exchange agent in accordance with the procedures provided for herein shallwill, except as otherwise herein provided, until duly surrendered to the Exchange Agent 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 Forian common stock into which such Camco Common Stock shall Helix common stock will have been converted. No dividends which have been declared After the effective time, there will be remitted to any person entitled to receive no further transfer on the records of Helix of certificates or book-entry shares representing shares of First Place Common Stock under Section 2.2 hereof until Helix common stock and, if such person surrenders the Certificates certificates or book-entry shares are presented to Helix for transfer, they will be cancelled against delivery of book entry shares representing Camco Common Stock, at which time such dividends shall be remitted to such person, without interestForian common stock as hereinabove provided.

Appears in 1 contract

Samples: Merger Agreement

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