Common use of Manner of Exchange Clause in Contracts

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their rights as dissenting shareholders of Xxxxx, each shareholder of Xxxxx, upon surrender to Premier of certificates representing Xxxxx Common Stock, accompanied by a Letter of Transmittal, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock for which shares of Xxxxx Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 5. After the Effective Time of the Merger, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx Common Stock, will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock into which the shares of Xxxxx Common Stock represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx of shares of Xxxxx Common Stock. Upon surrender of certificates of Xxxxx Common Stock for exchange for Premier Common Stock, there shall be paid to the record holder of the certificates of Premier Common Stock issued in exchange therefor the amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends upon surrender of outstanding certificates.

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their who may have dissenters’ rights pursuant to Delaware General Corporation Law and who exercise any rights they may have as dissenting shareholders of Xxxxx, if any, each shareholder holder of Xxxxxa certificate theretofore evidencing outstanding shares of Xxxxx Common Stock, upon surrender to Premier of certificates representing Xxxxx Common Stocksuch certificate, accompanied by a Letter of Transmittal, to Premier shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock for which shares of Xxxxx Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 52. After Premier, or its Exchange Agent shall mail such Letter of Transmittal to Xxxxx Stockholders no later than three (3) business days after the Effective Time of the MergerTime. Until so surrendered, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx Common StockStock will be deemed to evidence the right to receive the number of full shares of Premier Common Stock into which the shares of Xxxxx Common Stock represented thereby may be converted, and will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock into which the shares of Xxxxx Common Stock represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx of shares of Xxxxx Common Stock. Upon surrender of certificates of Xxxxx Common Stock for exchange for Premier Common Stock, there shall be paid to the record holder of the certificates of Premier Common Stock issued in exchange therefor (i) the amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any record date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and (ii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends upon surrender of outstanding certificates.

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their rights as dissenting shareholders of XxxxxTraders, each shareholder holder of Xxxxxa certificate theretofore evidencing outstanding shares of Traders Common Stock, upon surrender to Premier of certificates representing Xxxxx Common Stocksuch certificate, accompanied by a Letter of Transmittal, to Premier shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock for which shares of Xxxxx Traders Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 52, plus cash as provided in Section 2.2(a), without interest. After the Effective Time of the MergerUntil so surrendered, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx Traders Common StockStock will be deemed to evidence the right to receive the Cash Consideration (without interest) plus the number of full shares of Premier Common Stock into which the shares of Traders Common Stock represented thereby may be converted, and will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock and Cash Consideration into which the shares of Xxxxx Traders Common Stock represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx Traders Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereofthereof and no interest will be paid on the Cash Consideration. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx Traders of shares of Xxxxx Traders Common Stock. Upon surrender of certificates of Xxxxx Traders Common Stock for exchange for Premier Common Stock, there shall be paid to the record holder of the certificates of Premier Common Stock issued in exchange therefor (i) the Cash Consideration, (ii) the amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and (iii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends or Cash Consideration upon surrender of outstanding certificates.

Manner of Exchange. After the Effective Time Each holder of the Merger, except for persons exercising their rights as dissenting shareholders a certificate of Xxxxx, each shareholder of XxxxxNeocom Common Stock, upon surrender of such certificate to Premier of certificates representing Xxxxx Common StockCompany's registrar and transfer company (which shall act as exchange agent), accompanied by a Letter letter of Transmittal, transmittal or endorsed in blank or accompanied by a stock power shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Sitestar Common Stock for which shares of Xxxxx Neocom Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 5herein. After the Effective Time of the MergerUntil so surrendered, each outstanding certificate whichcertificate, prior to the Effective Time of the MergerTime, represented Xxxxx Neocom Common Stock, Stock will be deemed for all corporate purposes of Premier to evidence ownership of the right to receive the number of full shares of Premier Sitestar Common Stock into which the shares of Xxxxx Neocom Common Stock represented thereby were may be converted. Until such outstanding certificates certificate formerly representing Xxxxx Neocom Common Stock are surrendered, no dividend payable to holders of record of Premier Sitestar Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Merger Time, there shall be no further registry of transfers or transfer on the records of Xxxxx Neocom of shares of Xxxxx Neocom Common Stock. If a certificate representing such shares is presented to the exchange agent, it shall be canceled and exchanged for a certificate representing shares of Sitestar Common Stock as herein provided. Company will also issue a certificate in exchange for shares evidenced by lost certificate (s) provided the record owner thereof provides Company with such substantiation, indemnification and security as Company may reasonably require. Upon surrender of certificates of Xxxxx Neocom Common Stock for in exchange for Premier Sitestar Common Stock, there shall be paid to the record holder recordholder of the certificates of Premier Sitestar Common Stock issued in exchange therefor thereof (i) the amount of dividends theretofore paid with respect to such full shares of Premier Sitestar Common Stock as of any date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and (ii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the MergerTime, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends upon surrender of outstanding certificates.

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their rights as dissenting shareholders of XxxxxBank, each shareholder holder of Xxxxxa certificate theretofore evidencing outstanding shares of Bank Common Stock, upon surrender to Premier of certificates representing Xxxxx Common Stocksuch certificate, accompanied by a Letter of Transmittal, to Premier shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock for which shares of Xxxxx Bank Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 52, plus cash as provided in Section 2.2(a), without interest. After the Effective Time of the MergerUntil so surrendered, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx Bank Common StockStock will be deemed to evidence the right to receive the Cash Consideration (without interest) plus the number of full shares of Premier Common Stock into which the shares of Bank Common Stock represented thereby may be converted, and will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock and Cash Consideration into which the shares of Xxxxx Bank Common Stock represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx Bank Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereofthereof and no interest will be paid on the Cash Consideration. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx Bank of shares of Xxxxx Bank Common Stock. Upon surrender of certificates of Xxxxx Bank Common Stock for exchange for Premier Common Stock, there shall be paid to the record holder of the certificates of Premier Common Stock issued in exchange therefor (i) the Cash Consideration, (ii) the amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and (iii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends or Cash Consideration upon surrender of outstanding certificates.. Exhibit 10.1 - continued

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their who may have dissenters’ rights pursuant to WVBCA and who exercise any rights they may have as dissenting shareholders of XxxxxFirst Bank (“Dissenting Shareholders”), if any, each shareholder holder of Xxxxxa certificate theretofore evidencing outstanding shares of First Bank Common Stock, upon surrender to Premier of certificates representing Xxxxx Common Stocksuch certificate, accompanied by a Letter of Transmittal, to Premier shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock and any Cash Merger Consideration for which shares of Xxxxx First Bank Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 2, without interest. Premier, or its Exchange Agent, shall mail such Letter of Transmittal to First Bank shareholders no later than five (5. After ) business days after the Effective Time of the MergerTime. Until so surrendered, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx First Bank Common StockStock will be deemed to evidence the right to receive the number of full shares of Premier Common Stock and any Cash Merger Consideration into which the shares of First Bank Common Stock represented thereby may be converted, and will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock and any Cash Merger Consideration into which the shares of Xxxxx First Bank Common Stock represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx First Bank Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx First Bank of shares of Xxxxx First Bank Common Stock. Upon surrender of certificates of Xxxxx First Bank Common Stock for exchange for the Special Dividend, Premier Common Stock, Stock and the Cash Merger Consideration there shall be paid to the record holder of the certificates of Premier Common Stock issued in exchange therefor (i) the amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any record date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and (ii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends upon surrender of outstanding certificates.

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their rights as dissenting shareholders of XxxxxFirst Bank, each shareholder of XxxxxFirst Bank, upon surrender to Premier of certificates representing Xxxxx First Bank Common Stock, accompanied by a Letter of Transmittal, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock and any Cash Merger Consideration for which shares of Xxxxx First Bank Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 5. After the Effective Time of the Merger, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx First Bank Common Stock, will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock and any Cash Merger Consideration into which the shares of Xxxxx First Bank Common Stock represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx First Bank Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx First Bank of shares of Xxxxx First Bank Common Stock. Upon surrender of certificates of Xxxxx First Bank Common Stock for exchange for the Special Dividend, Premier Common StockStock and the Cash Merger Consideration, there shall be paid to the record holder of the certificates of Premier Common Stock issued in exchange therefor the amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends upon surrender of outstanding certificates.

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their rights as dissenting shareholders of XxxxxFirst National, each shareholder of XxxxxFirst National, upon surrender to Premier of certificates representing Xxxxx First National Common Stock, accompanied by a Letter of Transmittal, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration for which shares of Xxxxx First National Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 5. After the Effective Time of the Merger, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx First National Common Stock, will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration into which the shares of Xxxxx First National Common Stock represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx First National Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx First National of shares of Xxxxx First National Common Stock. Upon surrender of certificates of Xxxxx First National Common Stock for exchange for Premier Common Stock, there shall be paid to the record holder of the certificates of Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration issued in exchange therefor the Exhibit 2.1 amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends upon surrender of outstanding certificates.

Manner of Exchange. After the Effective Time of the Merger, except for persons exercising their who may have dissenters’ rights pursuant to WVBCA and who exercise any rights they may have as dissenting shareholders of XxxxxFirst National, if any, each shareholder holder of Xxxxxa certificate theretofore evidencing outstanding shares of First National Common Stock, upon surrender to Premier of certificates representing Xxxxx Common Stocksuch certificate, accompanied by a Letter of Transmittal, to Premier shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration for which shares of Xxxxx First National Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as provided in this Section 52, without interest. After Premier, or its Exchange Agent shall mail such Letter of Transmittal to First National shareholders no later than three (3) business days after the Effective Time of the MergerTime. Until so surrendered, each outstanding certificate which, prior to the Effective Time of the Merger, represented Xxxxx First National Common Stock will be deemed to evidence the right to receive the number of full shares of Premier Common Stock, Cash Consideration and Additional Cash Consideration into which the shares of First National Common Stock represented thereby may be converted, and will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration into which the shares of Xxxxx First National Common Stock Exhibit 2.1 represented thereby were converted. Until such outstanding certificates formerly representing Xxxxx First National Common Stock are surrendered, no dividend payable to holders of record of Premier Common Stock for any period as of any date subsequent to the Effective Time of the Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Merger there shall be no further registry of transfers on the records of Xxxxx First National of shares of Xxxxx First National Common Stock. Upon surrender of certificates of Xxxxx First National Common Stock for exchange for Premier Common Stock, Cash Consideration and Additional Cash Consideration, there shall be paid to the record holder of the certificates of Premier Common Stock issued in exchange therefor (i) the amount of dividends theretofore paid with respect to such full shares of Premier Common Stock as of any record date subsequent to the Effective Time of the Merger which have not yet been paid to a public official pursuant to abandoned property laws and (ii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable with respect to such dividends upon surrender of outstanding certificates.