Exchange Procedures; Surrender of Certificates. (a) The Trust Department of PCBNA (or any successor in interest) shall act as the Paying Agent in the Merger (the “Paying Agent”).
(b) As soon as practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Paying Agent shall mail to each holder of record as of the Effective Time of one or more Certificates (as indicated on the stockholders’ list to be delivered to Paying Agent in accordance with Section 2.02(i) hereof, each a “PCCI Stockholder”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Consideration into which the shares of PCCI Common Stock represented by such Certificate or Certificates shall have been converted pursuant to this Agreement and the Merger Agreement (the “Transmittal Materials”).
(i) Promptly after receipt of such Transmittal Materials, the Paying Agent shall review the Transmittal Materials in order to verify proper completion and execution thereof.
(ii) Upon proper surrender of a Certificate for exchange and cancellation to the Paying Agent, together with such properly completed and executed Transmittal Materials, the holder of such Certificate shall be entitled to receive from the Paying Agent in exchange therefor the Per Share Consideration, in the amount set forth in Section 1.05(a) and the Certificate so surrendered shall forthwith be canceled. Promptly following receipt of the Transmittal Materials, the Paying Agent shall forward the Per Share Consideration to each PCCI Stockholder who has properly surrendered the Transmittal Materials to the Paying Agent. Until so surrendered, each Certificate shall be deemed for all purposes, subject only to Section 262 of the DGCL, to evidence solely the right to receive the Per Share Consideration from PCBC as described in Section 1.05.
(iii) PCCI Stockholders shall be entitled to receive their Per Share Consideration only following receipt by the Paying Agent of properly completed Transmittal Materials. In the event that the Transmittal Materials contain an error, are incomplete or are not accompanied by all appropriate Certificates, then the Paying Agent will notify such PCCI Stockholder promptly of the need for further information.
(c) In the event that any Certificate shall have been lost, stolen...
Exchange Procedures; Surrender of Certificates. (a) GABC shall appoint an exchange agent for the surrender of Certificates (or book entry of shares) formerly representing Citizens First Common (other than Dissenting Shares and shares of Citizens First Common held in the CFB 401(k) Plan) in exchange for the Merger Consideration, which may be a third party, GABC or German American (such agent is referred to herein as the "Exchange Agent").
(b) At least one business day prior to the Effective Time, GABC shall provide to the Exchange Agent the aggregate number of GABC Common and an amount in cash representing the aggregate cash component of the Merger Consideration (other than the 401(k) Cash Payment), together with aggregate cash to be paid in lieu of fractional shares pursuant to Section 1.03(f) hereto, all of which shall be held by the Exchange Agent in trust for the holders of Citizens First Common (collectively, the "Exchange Fund"). The Exchange Fund shall not be used for any purpose other than as set forth in this Section 1.07.
(c) Within five (5) business days after the date on which the Effective Time occurs, the Exchange Agent shall provide to each record holder of Citizens First Common whose shares were converted into the right to receive a pro rata portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates (or book entry of shares) to the Exchange Agent and shall be in such form and have such other provisions as GABC may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Except with respect to Dissenting Shares, promptly after surrender to the Exchange Agent of a Certificate(s) (or book entry of share(s)), together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to such surrendering Certificate holder the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall...
Exchange Procedures; Surrender of Certificates. (a) Each holder of a Certificate or Certificates or any Book Entry Shares who has surrendered such Certificate or Certificates or Book Entry Shares together with duly executed transmittal materials to Summit or, at the election of Summit, to an exchange agent designated by Summit and acceptable to PSB in its reasonable discretion (the “Exchange Agent”), shall, upon acceptance thereof by Summit or the Exchange Agent, be entitled to evidence of issuance in book entry form representing the number of whole shares of Summit Common Stock and the amount of cash, if any, into which the aggregate number of shares of PSB Common Stock previously represented by such Certificate or Certificates or Book Entry Shares so surrendered shall have been converted pursuant to this Agreement and any distribution theretofor declared and not yet paid with respect to such shares of Summit Common Stock, without interest, as provided in Section 2.3.
(b) Customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate(s) shall pass, only upon proper delivery of such Certificates to Summit or the Exchange Agent or transfer of Book Entry Shares to Summit or the Exchange Agent) shall be mailed at least ten (10) days prior to the anticipated Closing Date to each holder of record of PSB Common Stock.
(c) At or prior to the Effective Time, for the benefit of the holders of Certificates and/or Book-Entry Shares, Summit shall deliver to the Exchange Agent, to be given to the holders of PSB Common Stock in exchange for their Certificates and Book-Entry Shares as provided for in this Article II, (i) certificates representing the number of whole shares of Summit Common Stock issuable to the holders of PSB Common Stock as the Merger Consideration and (ii) an amount in cash equal to the amount due in lieu of fractional shares pursuant to Section 2.1(d) (the “Exchange Fund”). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Summit Common Stock held by it from time to time in the Exchange Fund, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of Summit Common Stock for the account of the Persons entitled thereto.
(d) Summit or, at the election of Summit, the Exchange Agent shall accept Certificates or Book Entry Shares upon compliance with such reasonable terms and conditions as Summit or the Exc...
Exchange Procedures; Surrender of Certificates. (a) German American shall appoint its transfer agent as exchange agent for the surrender of Certificates formerly representing PCB Common in exchange for the Merger Consideration (the "Exchange Agent").
(b) At least five business days before the Closing Date, the Exchange Agent shall provide to each record holder of any Certificate or Certificates whose shares were converted into the right to receive a pro rata portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as German American may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than fifteen days after surrender to the Exchange Agent of a Certificate(s), together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to each of the holders of shares of PCB Common (or representatives of such persons) at the Closing the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. German American reserves the right in all cases to require that a surety bond on terms and in an amount satisfactory to German American be provided to German American at the expense of the PCB shareholder in the event that such shareholder claims loss of a Certificate and requests that German American waive the requirement for surrender of such Certificate.
(c) No dividends that are otherwise payable on shares of German American Common constituting the Merger Consideration shall b...
Exchange Procedures; Surrender of Certificates. As of the Effective Date, Quigley shall surrender to Suncoast, or its duly authorized designex, xxxxession of all certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast. Thereupon. Suncoast shall issue, in the name of Quigley, certificates representing the Common Shares and the Preferxxx Xxxres.
Exchange Procedures; Surrender of Certificates. Exchange of PCCI Stock Options.
Exchange Procedures; Surrender of Certificates. As of the Effective Date, Qxxxxxx shall surrender to Suncoast, or its duly authorized designee, possession of all certificates representing the CPNP Shares, endorsed in blank or accompanied by duly executed stock powers effectively transferring the CPNP Shares to Suncoast. Thereupon, Suncoast shall issue, in the name of Qxxxxxx, certificates representing the Common Shares and the Preferred Shares.
Exchange Procedures; Surrender of Certificates. On the Closing Date, Viabuilt shall issue to Xxxxxxx Xxxxx Xxxxx and Xxxxxx Xxxxx, as the sole shareholders of Firetainment, or their duly authorized designees, Certificates representing 7,000,000 Shares of Common Stock of Viabuilt. Thereupon, Firetainment will deliver to Viabuilt a Certificate representing One Hundred (100) Shares of Firetainment Common Stock, representing 100% of the authorized capital stock of Firetainment.
Exchange Procedures; Surrender of Certificates. The German American Bank shall act as Exchange Agent in the Holding Company Merger (the "Exchange Agent").
Exchange Procedures; Surrender of Certificates. (a) QuadraComm shall act as Exchange Agent in the Merger (the "Exchange Agent").
(b) Upon surrender to the Exchange Agent of a Certificate, together with any other required documents, the holder of any Certificate shall be entitled to receive in exchange therefor solely the Merger Consideration. If the Merger Consideration is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance shall pay to the Exchange Agent any required transfer taxes or other taxes or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. The Merger Consideration shall be evidenced by certificates of QuadraComm Common Stock, duly issued to each surrendering certificate holder.
(c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by QuadraComm in its sole discretion, the posting by such person of a bond in such amount as QuadraComm may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant hereto.
(d) At or after the Effective Time there shall be no transfers on the stock transfer books of RFS of any shares of RFS Common Stock. If, after the Effective Time, Certificates are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in, and subject to the provisions of, this Section 2.6.
