Common use of Exchange of Shares and Options Clause in Contracts

Exchange of Shares and Options. (a) As soon as practicable after the Effective Time and after surrender to you of the certificates for shares of GMC common stock registered to a particular record holder or holders (and only after surrender of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such certificates were registered (or such other person as shall have been specified pursuant to the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in the amount of $18.00 per share of GMC common stock registered in the name of such holder(s) (the "Cash Amount"). Prior to the Effective Time, Herlxx xxxll provide you the amount of cash sufficient to make all payments of the Cash Amount. (b) As soon as practicable after the Effective Time and after delivery to you of a Certification in respect of the outstanding Options, you shall cause to be issued and distributed to the Optionholder(s) specified by GMC and Herlxx (xx such other person as shall have been specified pursuant to the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in the amount of the applicable Option Amount. Prior to the Effective Time, Herlxx xxxll provide you the amount of cash sufficient to make all payments of the Option Amount. (c) Until so surrendered, each certificate as to which a Letter of Transmittal was received which immediately prior to the Effective Time represented outstanding shares of GMC common stock shall, at and after the Expiration Date, entitle the holder(s) thereof only to receive, upon surrender of it and all other identically registered certificates, the certificates representing Warrants and the Cash Amount contemplated by paragraph (a) above. Until so surrendered, each option agreement as to which a Certificate was received which immediately prior to the Effective Time represented the right to purchase outstanding shares of GMC

Exchange of Shares and Options. (a) As soon as reasonably practicable after the Effective Time Time, and after surrender in no event more than ten Business Days thereafter, Conestoga shall cause the Exchange Agent to you mail to each holder of record of PSB Common Stock or Options a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the PSB Common Stock and Options shall pass, only upon delivery of the certificates Certificates representing the PSB Common Stock or the documents representing the Options to the Exchange Agent) and instructions for shares of GMC common stock registered to a particular record holder or holders (and only after use in effecting the surrender of all such certificates) the Certificates in exchange for payment of the Merger Consideration therefor and for use in effecting the return surrender of the documents representing the Options in exchange for payment of the Option Consideration therefor. Upon proper surrender of a properly completed Certificate for exchange and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed cancellation to the holder(s) Exchange Agent, together with a letter of transmittal, duly executed, and any other documentation reasonably requested by the Exchange Agent, the holder of such Certificate shall be entitled to receive in whose name exchange therefor the Merger Consideration for each share formerly represented by such certificates were registered (or Certificate, and such other person as Certificate so surrendered shall have been specified pursuant forthwith be canceled. Upon proper surrender of documents representing Options for exchange and cancellation to the terms hereof) (i) Exchange Agent, together with a letter of transmittal, duly executed, and any other documentation reasonably requested by the whole number Exchange Agent, the holder of Warrants such Option shall be entitled to receive in exchange therefor the Option Consideration for each share of PSB Common Stock issuable pursuant to upon exercise of such Option, and such documents representing the Options so surrendered shall forthwith be canceled. No interest will be paid or accrued for the benefit of holders of Certificates on the Merger AgreementConsideration payable upon the surrender of the Certificates or for the benefit of holders of Options on the Option Consideration payable upon the surrender of the documents representing such Options. Until surrendered as contemplated by this Article III, registered in the name of such holder(s) and (ii) a check in the amount of $18.00 per share of GMC common stock registered in the name of such holder(s) (the "Cash Amount"). Prior to each Certificate shall be deemed at any time after the Effective Time, Herlxx xxxll provide you Time to represent only the amount of cash sufficient right to make all payments of receive upon such surrender the Cash AmountMerger Consideration as contemplated by Section 2.1 and any document representing Options shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Option Consideration as contemplated by Section 2.2. (b) As soon as practicable after If the Effective Time and after delivery to you of a Certification in respect payment of the outstanding Options, you shall cause Merger Consideration or the Option Consideration is to be issued made to a person other than the registered holder of the PSB Common Stock or the Options surrendered in exchange therefor, it shall be a condition of payment that the Certificate or Option documentation so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and distributed otherwise in proper form for transfer, and that the person requesting such payment shall pay to the Optionholder(s) specified by GMC and Herlxx (xx Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such other person as shall Taxes have been specified pursuant to the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in the amount of the applicable Option Amount. Prior to the Effective Time, Herlxx xxxll provide you the amount of cash sufficient to make all payments of the Option Amountpaid or are not payable. (c) Until so surrenderedAny portion of the Exchange Fund that remains unclaimed by the holders of PSB Common Stock and Options for six months after the Effective Time shall be paid, each certificate at the request of Conestoga, to Conestoga. Any holders of PSB Common Stock and Options who have not theretofore complied with this Article III shall thereafter look only to Conestoga for payment of the Merger Consideration and the Option Consideration as determined pursuant to which this Agreement, without any interest thereon. Notwithstanding anything to the contrary contained herein, none of Conestoga, Merger Sub, PSB, the Exchange Agent or any other person shall be liable to any former holder of shares of PSB Common Stock or Options for any amount properly delivered to a Letter public official pursuant to applicable abandoned property, escheat, or similar laws. Any amounts remaining unclaimed by holders of Transmittal was received which PSB Common Stock or Options immediately prior to such time when the Effective Time represented outstanding shares amounts would otherwise escheat to or become property of GMC common stock shallany governmental authority shall become, at to the extent permitted by applicable law, the property of Conestoga free and after clear of any claims or interest of any person previously entitled thereto. (d) In the Expiration Dateevent any Certificate or Option documentation shall have been lost, entitle the holder(s) thereof only to receivestolen or destroyed, upon surrender the making of it and all other identically registered certificatesan affidavit of that fact by the person claiming such Certificate or Option documentation to be lost, stolen or destroyed and, if required by Conestoga, the certificates representing Warrants posting by such person of a bond in such amount as Conestoga may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate or Option documentation, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate or Option documentation the Merger Consideration or the Option Consideration, respectively, deliverable in respect thereof pursuant to this Agreement. (e) Conestoga or the Exchange Agent will be entitled to deduct and withhold from the Cash Amount contemplated by paragraph (a) above. Until so surrendered, each option agreement consideration otherwise payable pursuant to this Agreement to any holder of PSB Common Stock or Options such amounts as Conestoga or the Exchange Agent are required to which a Certificate was received which immediately prior deduct and withhold with respect to the Effective Time represented making of such payment under the right Code, or any applicable provision of any other U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by Conestoga or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to purchase outstanding shares the holder of GMCthe PSB Common Stock or Options in respect of whom such deduction and withholding were made by Conestoga or the Exchange Agent.

Exchange of Shares and Options. (a) As soon as practicable after the Effective Time and after surrender to you of the certificates for shares of GMC common stock registered to a particular Each record holder of Common Stock or holders (and only after surrender Optionholder as of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such certificates were registered (or such other person as shall have been specified pursuant to the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in the amount of $18.00 per share of GMC common stock registered in the name of such holder(s) (the "Cash Amount"). Prior to the Effective Time, Herlxx xxxll provide you as applicable (each hereinafter, a "Holder"), shall surrender the amount Securityholder Documents to the Paying Agent. The documents to be delivered by the Holders to the Paying Agent either before or after the Closing Date (the "Securityholder Documents") shall be (A) in the case of cash sufficient shares of Common Stock, the Certificates representing such shares (or the affidavit of lost certificate attached to make all payments the Letter of Transmittal), together with the Letter of Transmittal substantially in the form attached hereto as Exhibit E executed by such Holder or otherwise reasonably acceptable to the Buyer, and, if so required, representations regarding title, authority and ownership of such shares, and (B) in the case of the Cash AmountOptions, the agreement evidencing such Option (or the affidavit of lost certificate attached to the Option Cancellation Agreement) and a duly executed acknowledgement of the cancellation of such Option (an "Option Cancellation Agreement") substantially in the form attached hereto as Exhibit F or otherwise reasonably acceptable to the Buyer. All such surrendered Certificates and Options, as applicable, shall be canceled at the Effective Time. (b) As soon With respect to each Certificate for which the Securityholder Documents were not so surrendered at the Closing, the Paying Agent shall promptly thereafter mail to the Holder thereof, a Letter of Transmittal (which shall specify that delivery shall be effected, and risk of loss of title to such Certificate shall pass, only upon proper delivery of the appropriate Securityholder Documents to the Paying Agent) and instructions for delivering such Securityholder Documents in exchange for payment to such Holder (or to the Person designated by such Holder in his, her or its Letter of Transmittal) of that portion of the Closing Distribution Amount payable to such Holder as practicable after set forth in Section 2.6 and 3.4(b) hereof by wire transfer of immediately available funds to an account designated by the Effective Time and after Holder to the Paying Agent. Upon delivery to you the Paying Agent of a Certification in such Securityholder Documents, the Certificate, as applicable, shall then be cancelled. All Options with respect of to which the outstanding Options, you shall cause Paying Agent failed to be issued and distributed receive the applicable Securityholder Documents on or prior to the Optionholder(s) specified by GMC and Herlxx (xx such other person as Closing Date shall have been specified pursuant to be cancelled in accordance with the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in the amount of the applicable Option Amount. Prior to the Effective Time, Herlxx xxxll provide you the amount of cash sufficient to make all payments of the Option AmountPlans, and the applicable Optionholders shall not be entitled to receive any portion of the Merger Consideration. (c) Until All amounts payable on the Closing Date to each Holder indebted to the Company under the Stockholder Loans shall be net of principal and accrued interest through the Closing Date thereunder and any and all other amounts owed thereunder. (d) No interest will be paid or accrued on the amounts payable upon the surrender of the Securityholder Documents. If payment is to be made to a Person other than the Person in whose name a Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrenderedsurrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the Holder of the Certificate surrendered or shall establish to the satisfaction of the Paying Agent or the Surviving Corporation, as the case may be, in its sole discretion, that such Tax has been paid or is not applicable. From and after the Effective Time, until the applicable Securityholder Documents are surrendered in accordance with the provisions of Section 3.3, each certificate as Certificate (other than Certificates representing Dissenting Shares) shall represent for all purposes only the right to receive payment of the amounts specified in Section 2.6 and 3.4(b) in respect of such shares of Common Stock. (e) To the fullest extent permitted by Applicable Law, any portion of the funds deposited with the Paying Agent on the Closing Date and on any Distribution Date which a Letter remains undistributed to the Holders of Transmittal was received which immediately shares of Common Stock who did not deliver their respective Securityholder Documents to the Paying Agent prior to the Effective Time represented outstanding Closing Date shall, for one year after their deposit, become available to the Surviving Corporation for all purposes, and any Holder of shares of GMC common stock shallCommon Stock who has not theretofore complied with this Section 3.3 shall thereafter look only as a general claimant to the Surviving Corporation for payment of the sums to which such Holder is entitled pursuant to this Agreement. (f) Neither the Buyer nor the Surviving Corporation shall be liable to any Holder of shares of Common Stock or Participating Options for any cash delivered by the Paying Agent or the Surviving Corporation in good faith to a public official pursuant to an applicable abandoned property, at escheat or similar law. (g) The Surviving Corporation (or the Paying Agent on its behalf) shall be entitled to deduct and after withhold from the Expiration Dateconsideration otherwise payable pursuant to this Agreement to any Holder of shares of Common Stock or Participating Options such amounts, entitle if any, as the holder(sSurviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code or any provisions of any Law related to Taxes. To the extent that amounts are so withheld by the Surviving Corporation (or the Paying Agent on its behalf), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of the relevant shares of Common Stock or Participating Options in respect of which such deduction and withholding was made by the Surviving Corporation (or the Paying Agent on its behalf). (h) thereof only to receiveIn the event that any Certificate or Participating Option shall have been lost, stolen or destroyed, the Paying Agent or the Surviving Corporation, as the case may be, shall deliver in exchange for such lost, stolen or destroyed Certificate or Participating Option, upon surrender the making of it an affidavit of that fact by the owner thereof in form and all other identically registered certificatessubstance satisfactory to the Paying Agent or the Surviving Corporation, as the case may be, in its sole discretion, the certificates representing Warrants and the Cash Amount contemplated by paragraph (a) above. Until so surrendered, each option agreement as cash amounts payable with respect to which a such Certificate was received which immediately prior or Participating Option pursuant to the Effective Time represented the right to purchase outstanding shares of GMCArticle II.

Exchange of Shares and Options. (a) As soon as practicable after the Effective Time At and after surrender to you of the certificates for shares of GMC common stock registered to a particular record holder or holders (and only after surrender of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such certificates were registered (or such other person as shall have been specified pursuant to the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in the amount of $18.00 per share of GMC common stock registered in the name of such holder(s) (the "Cash Amount"). Prior to the Effective Time, Herlxx xxxll provide you the amount Surviving Corporation shall pay to each record holder (a "Holder"), as of cash sufficient to make all payments of the Cash Amount. (b) As soon as practicable after the Effective Time and after delivery to you of a Certification in respect of the outstanding Options, you shall cause to be issued and distributed to the Optionholder(s) specified by GMC and Herlxx (xx such other person as shall have been specified pursuant to the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Agreement, registered in the name of such holder(s) and (ii) a check in the amount of the applicable Option Amount. Prior to the Effective Time, Herlxx xxxll provide you the amount of cash sufficient to make all payments of the Option Amount. (ci) Until so surrendered, each an outstanding certificate as to which a Letter of Transmittal was received which or certificates that immediately prior to the Effective Time represented outstanding shares Shares (the "Certificates"), or (ii) an Option, upon the Holder's delivery of GMC common stock shallthe respective Securityholder Documents (defined below), an amount in same day funds equal to the product of the number of Shares represented by such Certificate, or Option Shares subject to such Option, multiplied by the Merger Consideration. In the case of an Option, however, the aggregate exercise price for the Option Shares shall be deducted from such payment. The documents to be delivered by Holders of Shares or Options at and after the Expiration DateEffective Time (the "Securityholder Documents") shall be (A) in the case of Shares, entitle the holder(sCertificates representing the Shares and a duly executed letter of transmittal in the form provided by the Company, and (B) thereof in the case of the Options, a duly executed Option Cancellation Acknowledgement. All such surrendered Certificates shall be cancelled upon their delivery. Except as provided in Section 2.11(c), the Surviving Corporation shall pay any transfer or similar taxes required by reason of the exchange of Shares and Options. (b) With respect to each Certificate not so surrendered at the Closing, the Surviving Corporation shall promptly thereafter mail to the Holder thereof, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of title to such Certificate shall pass, only upon proper delivery of the Certificate and such letter of transmittal to receivethe Surviving Corporation) and instructions for delivering such Certificate in exchange for payment of the Merger Consideration. Upon delivery to the Surviving Corporation of such Certificate, together with such letter of transmittal, the Holder of the Certificate shall be paid in exchange therefor cash in an amount equal to the product of the number of Shares represented by such Certificate multiplied by the Merger Consideration, and such Certificate shall then be cancelled. The Company shall follow a similar procedure with respect to any Options to the extent that the respective Securityholder Documents shall not have been delivered at the Effective Time. (c) No interest will be paid or accrued on the amounts payable upon the surrender of the Securityholder Documents. If payment is to be made to a Person other than the Person in whose name a Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or similar taxes required by reason of the payment to a Person other than the Holder of the Certificate surrendered or shall establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 2.11, each Certificate (other than Certificates evidencing Dissenting Shares) shall represent for all other identically registered certificatespurposes, and until the respective Securityholder Documents are delivered with respect to Options, such Option shall represent for all purposes, the certificates representing Warrants and right to receive payment of the Cash Amount contemplated by paragraph amounts specified in Section 2.6 in respect of such Shares or Options. (ad) above. Until so surrendered, each option agreement as Any portion of the funds deposited with the Paying Agent which remain undistributed to which a Certificate was received which immediately prior to the Holders of Shares or Options for six months after the Effective Time represented shall be delivered to the right Surviving Corporation, upon demand, and any Holder of Shares or Options who has not theretofore complied with this Section 2.11 shall thereafter look only to purchase outstanding shares the Surviving Corporation for payment of GMCthe sums to which such Holder is entitled pursuant to this Agreement. (e) Neither the Buyer nor the Surviving Corporation shall be liable to any Holder of Shares or Options for any cash delivered by the Paying Agent or the Surviving Corporation in good faith to a public official pursuant to an applicable abandoned property, escheat or similar law. (f) The Buyer or the Surviving Corporation (or the Paying Agent on their behalf) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Holder of Shares or Options such amounts, if any, as the Buyer or the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code or any provisions of any Law related to Taxes. To the extent that amounts are so withheld by the Buyer or the Surviving Corporation (or the Paying Agent on their behalf), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of the relevant Shares or Options in respect of which such deduction and withholding was made by the Buyer or the Surviving Corporation (or the Paying Agent on their behalf).

Exchange of Shares and Options. (a) As soon as practicable after Bancshares shall deposit or cause to be deposited in trust with FPB (the "Exchange Agent") prior to the Effective Time and after surrender cash in an aggregate amount sufficient to you of make the certificates for shares of GMC common stock registered to a particular record holder or holders (and only after surrender of all such certificates) and the return of a properly completed and signed Letter of Transmittal relating thereto, you shall cause to be issued and distributed to the holder(s) in whose name such certificates were registered (or such other person as shall have been specified cash payments pursuant to Section 1.9 hereof and to make the terms hereof) (i) the whole number appropriate cash payments, if any, to holders of Warrants issuable Dissenting Shares pursuant to the Merger Agreement, registered in the name of Section 1.11 hereof (such holder(s) and (ii) a check in the amount of $18.00 per share of GMC common stock registered in the name of such holder(s) (amounts being hereinafter referred to as the "Cash AmountExchange Fund"). Prior to the Effective Time, Herlxx xxxll provide you the amount of cash sufficient to The Exchange Agent shall promptly make all payments out of the Cash AmountExchange Fund of the Per Share Merger Consideration upon surrender of certificates representing such shares and of the Option Consideration upon presentment of agreements (in form and substance satisfactory to Bancshares) terminating such Options. Payments to holders of Dissenting Shares shall be made as required by the TBCA. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) As soon as practicable after At least 20 days prior to the Effective Time or on such other date as the parties may agree, the Exchange Agent shall mail to each record holder of an outstanding certificate or certificates which represent shares of South Texas Common Stock (the "Certificates") and to each holder of an agreement evidencing Options representing a right to acquire shares of South Texas Common Stock ("Option Agreements"), a form letter of transmittal which will specify that delivery shall be effected, and risk of loss and title to the Certificates and Option Agreements shall pass, only upon proper delivery of the Certificates and Option Agreements to the Exchange Agent and contain instructions for use in effecting the surrender of the Certificates and Option Agreements for payment therefor. At and after delivery the Closing (as defined herein) and upon surrender to you the Exchange Agent of a Certification in respect of the outstanding Options, you shall cause to be issued and distributed to the Optionholder(s) specified by GMC and Herlxx (xx such other person as shall have been specified pursuant to the terms hereof) (i) the whole number of Warrants issuable pursuant to the Merger Certificate or Option Agreement, registered in together with such letter of transmittal duly executed, the name holder of such holder(s) and (ii) a check Certificate or Option Agreement shall be entitled to receive in the amount of the applicable Option Amount. Prior to the Effective Time, Herlxx xxxll provide you exchange therefor the amount of cash sufficient provided in Section 1.9 hereof in the manner described herein, and such Certificate or Option Agreement shall forthwith be canceled. Payment will be made at Closing for shares of South Texas Common Stock if Certificates and Option Agreements and a properly completed letter of transmittal with respect to make such shares are received by the Exchange Agent at least five days prior to Closing. Payment will be made for all payments other shares of South Texas Common Stock within five days after the Exchange Agent's receipt of the Certificates and Option AmountAgreements and a properly completed letter of transmittal. A holder of South Texas Common Stock or an Option representing a right to acquire South Texas Common Stock may elect on the letter of transmittal to receive payment by (i) deposit into an account at FPB; (ii) wire transfer, (iii) check to be received at FPB or (iv) check sent by U.S. mail. Unless an alternative election for method of payment is made on the letter of transmittal, payment will be made by check sent by U.S. mail. No interest will be paid or accrued on the cash payable upon surrender of the Certificates and Option Agreements. If payment of cash is to be made to a person other than the person in whose name the Certificate surrendered is registered or to whom the Option Agreement presented relates, it shall be a condition of payment that the Certificate or Option Agreement so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or the listed person on the Option Agreement presented or established to the satisfaction of Bancshares that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 1.12, each Certificate (other than Certificates representing Dissenting Shares) shall represent for all purposes the right to receive the Per Share Merger Consideration without any interest thereon and each Option Agreement shall represent for all purposes the right to receive the Option Consideration without any interest thereon. (c) Until so surrenderedAfter the Effective Time, each certificate as to the stock transfer ledger of South Texas shall be closed and there shall be no transfers on the stock transfer books of South Texas of the shares of South Texas Common Stock which a Letter of Transmittal was received which were outstanding immediately prior to such time of filing. If, after the Effective Time, Certificates or Option Agreements are presented to Bancshares, they shall be promptly presented to the Exchange Agent and exchanged as provided in this Section 1.12. (d) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the shareholders or optionholders of South Texas for six months after the Effective Time represented outstanding shall be paid to Bancshares, and the holders of shares or Options to acquire shares of GMC common stock shall, at and after the Expiration Date, entitle the holder(s) thereof only to receive, upon surrender of it and all other identically registered certificates, the certificates representing Warrants and the Cash Amount contemplated by paragraph (a) above. Until so surrendered, each option agreement as to which a Certificate was received which immediately prior South Texas Common Stock not theretofore presented to the Effective Time represented Exchange Agent shall look to Bancshares only, and not the right to purchase outstanding Exchange Agent, for the payment of any Per Share Merger Consideration in respect of such shares or any Option Consideration in respect of GMCsuch Options.