Common use of Exchange Procedures; Transfer of Shares Clause in Contracts

Exchange Procedures; Transfer of Shares. As soon as reasonably practicable after the Closing Date, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Closing Date represented all of the issued and outstanding Shares of the Seller (the "Certificates") whose Shares will be converted into the right to receive shares of Purchaser's Common Stock pursuant to Section 2.1 hereof (i) 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 Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser's $.001 par value Common Stock. Upon surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor a certificate representing that whole number of shares, which such holder has the right to receive pursuant to the provisions of this Article II and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Seller's Shares, which are not registered in the transfer records of the Seller, certificates representing the proper number of shares of Purchaser, may be issued to a person other than the person in whose name the Certificates so surrendered is registered, if such Certificates shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or the taxes required by reason of the issuance of shares of Purchaser's Common Stock to a person other than the registered holder of such Certificates or establish to the satisfaction of Purchaser that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2.2 each Certificate shall be deemed at any time after the Closing Date to represent only the right to receive upon such surrender the Exchange Consideration as contemplated by this Section 2.2.2.

Exchange Procedures; Transfer of Shares. As soon as reasonably practicable after the Closing Date, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Closing Date represented all outstanding shares of the issued and outstanding Shares of the Seller Seller's Common Stock (the "Certificates") whose Shares shares will be converted into the right to receive shares of Purchaser's Common Stock and Convertible Preferred Stock pursuant to Section 2.1 2.1. hereof (i) 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 Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser's $.001 par value Common Stock and Convertible Preferred Stock. Upon surrender of the Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with documents as may reasonably be required by the Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor a certificate representing that whole number of shares, which such holder has the right to receive pursuant to the provisions of this Article II , and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Seller's SharesCommon Stock, which are is not registered in the transfer records of the Seller, certificates a certificate representing the proper number of shares of Purchaser, 's Common Stock and Convertible Preferred Stock may be issued to a person other than the person in whose name the Certificates Certificate so surrendered is registered, if such Certificates Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or the taxes required by reason of the issuance of shares of Purchaser's Common Stock and Convertible Preferred Stock to a person other than the registered holder of such Certificates Certificate or establish to the satisfaction of Purchaser that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2.2 each Certificate shall be deemed at any time after the Closing Date to represent only the right to receive upon such surrender the Exchange Consideration as contemplated by this Section 2.2.2.

Exchange Procedures; Transfer of Shares. As soon as reasonably practicable after the Closing Date, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Closing Date represented all of the issued and outstanding Shares of the Seller (the "Certificates") whose Shares will be converted into the right to receive shares of Purchaser's Common Stock pursuant to Section 2.1 hereof (i) 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 Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser's $.001 .0001 par value Common Stock. Upon surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Purchaser, together with documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor a certificate representing that whole number of shares, which such holder has the right to receive pursuant to the provisions of this Article II and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Seller's Shares, which are not registered in the transfer records of the Seller, certificates representing the proper number of shares of Purchaser, may be issued to a person other than the person in whose name the Certificates so surrendered is registered, if such Certificates shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or the taxes required by reason of the issuance of shares of Purchaser's Common Stock to a person other than the registered holder of such Certificates or establish to the satisfaction of Purchaser that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2.2 each Certificate shall be deemed at any time after the Closing Date to represent only the right to receive upon such surrender the Exchange Consideration as contemplated by this Section 2.2.2.

Exchange Procedures; Transfer of Shares. As soon as reasonably practicable after the Closing DateEffective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Closing Date Effective Time represented all outstanding shares of the issued and outstanding Shares of the Seller DOLPHIN Common Stock (the "CertificatesCERTIFICATES") whose Shares will be shares were converted into the right to receive shares of Purchaser's GALAXY Common Stock pursuant to Section 2.1 2.1. hereof (i) 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 Exchange Agent and shall be in such form and have such other provisions as Purchaser GALAXY may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser's $.001 par value GALAXY Common Stock. Upon surrender of the Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by PurchaserGALAXY, together with documents as may reasonably be required by the Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor a certificate representing that whole number of shares, shares which such holder has the right to receive pursuant to the provisions of this Article II , and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Seller's Shares, DOLPHIN Common Stock which are is not registered in the transfer records of the SellerDOLPHIN, certificates a certificate representing the proper number of shares of Purchaser, GALAXY Common Stock may be issued to a person other than the person in whose name the Certificates Certificate so surrendered is registered, if such Certificates Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or the taxes required by reason of the issuance of shares of Purchaser's GALAXY Common Stock to a person other than the registered holder of such Certificates Certificate or establish to the satisfaction of Purchaser GALAXY that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2.2 2.5, each Certificate shall be deemed at any time after the Closing Date Effective Time to represent only the right to receive upon such surrender the Exchange Merger Consideration as contemplated by this Section 2.2.22.5.

Exchange Procedures; Transfer of Shares. As soon as reasonably practicable after the Closing DateEffective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Closing Date Effective Time represented all outstanding shares of the issued and outstanding Shares of the Seller Bancorp Common Stock (the "CertificatesCERTIFICATES") whose Shares will be shares were converted into the right to receive shares of Purchaser's FSC Common Stock pursuant to Section 2.1 3.1. hereof (i) 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 Exchange Agent and shall be in such form and have such other provisions as Purchaser FSC may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser's $.001 par value FSC Common Stock, and cash in lieu of fractional shares of FSC Common Stock. Upon surrender of the Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by PurchaserFSC, together with documents as may reasonably be required by the Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that whole number of shares, shares which such holder has the right to receive pursuant to the provisions of this Article II III and (ii) cash in lieu of any fractional number of shares as contemplated by this Section 3.5, and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Seller's Shares, Bancorp Common Stock which are is not registered in the transfer records of the SellerBancorp, certificates a certificate representing the proper number of shares of Purchaser, FSC Common Stock may be issued to a person other than the person in whose name the Certificates Certificate so surrendered is registered, if such Certificates Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or the taxes required by reason of the issuance of shares of Purchaser's FSC Common Stock to a person other than the registered holder of such Certificates Certificate or establish to the satisfaction of Purchaser FSC that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2.2 3.5, each Certificate shall be deemed at any time after the Closing Date Effective Time to represent only the right to receive upon such surrender the Exchange Merger Consideration and cash in lieu of any fractional shares of FSC Common Stock as contemplated by this Section 2.2.23.5. No interest shall be paid or accrue on any cash payable in lieu of any fractional shares of FSC Common Stock.

Exchange Procedures; Transfer of Shares. As soon as reasonably practicable after the Closing DateEffective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Closing Date Effective Time represented all outstanding shares of the issued and outstanding Shares of the Seller Pannonian Common Stock (the "CertificatesCERTIFICATES") whose Shares will be shares were converted into the right to receive shares of Purchaser's San Joaquin Common Stock pursuant puxxxxxx to Section 2.1 2.1. hereof (i) 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 Exchange Agent and shall be in such form and have such other provisions as Purchaser San Joaquin may reasonably specify xxxxxxx and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Purchaser's $.001 par value San Joaquin Common Stock. Upon surrender Uxxx xxxrender of the Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by PurchaserSan Joaquin, together with documents xxxxxxxts as may reasonably be required by the Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor a certificate representing that whole number of shares, shares which such holder has the right to receive pursuant to the provisions of this Article II , and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Seller's Shares, Pannonian Common Stock which are is not registered in the transfer records of the SellerPannonian, certificates a certificate representing the proper number of shares of Purchaser, may be issued San Joaquin Common Stock max xx xxsued to a person other than the person in whose name the Certificates Certificate so surrendered is registered, if such Certificates Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or the taxes required by reason of the issuance of shares of Purchaser's San Joaquin Common Stock to a person other than the registered holder of such Certificates Certificate or establish to the satisfaction of Purchaser San Joaquin that such tax has been hxx xxxx paid or is not applicable. Until surrendered as contemplated by this Section 2.2.2 2.5, each Certificate shall be deemed at any time after the Closing Date Effective Time to represent only the right to receive upon such surrender the Exchange Merger Consideration as contemplated by this Section 2.2.22.5.