Common use of Payment and Delivery of Certificates Clause in Contracts

Payment and Delivery of Certificates. At any Closing hereunder (a) United will make payment to Raritan of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, (b) Raritan will deliver to United a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through Raritan, registered in the name of United or its designee, in such denominations as were specified by United in its notice of exercise and, if necessary, bearing a legend as set forth below and (c) United shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUBCO will make payment to Raritan LFB of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, LFB; (b) Raritan LFB will deliver to United HUBCO a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanLFB, registered in the name of United HUBCO or its designee, in such denominations as were specified by United HUBCO in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUBCO shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities lawslaws as determined by LFB's counsel, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Little Falls Bancorp, Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United Valley will make payment to Raritan Merchants of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, Merchants; (b) Raritan Merchants will deliver to United Valley a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanMerchants, registered in the name of United Valley or its designee, in such denominations as were specified by United Valley in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United Valley shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities lawslaws as determined by Merchants' counsel, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.Merchants, said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUBCO will make payment to Raritan IBSF of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, IBSF; (b) Raritan IBSF will deliver to United HUBCO a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanIBSF, registered in the name of United HUBCO or its designee, in such denominations as were specified by United HUBCO in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUBCO shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.IBS Financial Corp., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUBCO will make payment to Raritan DFC of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, DFC; (b) Raritan DFC will deliver to United HUBCO a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanDFC, registered in the name of United HUBCO or its designee, in such denominations as were specified by United HUBCO in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUBCO shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.Dime Financial Corporation, said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUBCO will make payment to Raritan Lafayette of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, Lafayette; (b) Raritan Lafayette will deliver to United HUBCO a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanLafayette, registered in the name of United HUBCO or its designee, in such denominations as were specified by United HUBCO in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUBCO shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.Lafayette American Bank and Trust Company, said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUB will make payment to Raritan SJBDI of the aggregate price for the Option or Put Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, SJBDI; (b) Raritan SJBDI will deliver to United HUB a stock certificate or certificates representing the number of Option or Put Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanSJBDI, registered in the name of United HUB or its designee, in such denominations as were specified by United HUB in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUB shall pay any transfer or other taxes required by reason of the issuance of the Option or Put Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option or Put Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.SJBDI, said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 6 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United TKSS will make payment to Raritan FCCI of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, FCCI; (b) Raritan FCCI will deliver to United TKSS a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanFCCI, registered in the name of United TKSS or its designee, in such denominations as were specified by United TKSS in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United TKSS shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "“1933 Act"”). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Fuel Cell Companies, Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United will make payment to Raritan Vista of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by RaritanVista, (b) Raritan Vista will deliver to United a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanVista, registered in the name of United or its designee, in such denominations as were specified by United in its notice of exercise and, if necessary, bearing a legend as set forth below and (c) United shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Vista Bancorp Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUBCO will make payment to Raritan PFC of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, PFC; (b) Raritan PFC will deliver to United HUBCO a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanPFC, registered in the name of United HUBCO or its designee, in such denominations as were specified by United HUBCO in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUBCO shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.Poughkeepsie Financial Corp., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUB will make payment to Raritan JBI of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, JBI; (b) Raritan JBI will deliver to United HUB a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanJBI, registered in the name of United HUB or its designee, in such denominations as were specified by United HUB in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUB shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp JeffBanks, Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United will make payment to Raritan Vista of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by RaritanVista, (b) Raritan Vista will deliver to United a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanVista, registered in the name of United or its designee, in such denominations as were specified by United in its notice of exercise and, if necessary, bearing a legend as set forth below and (c) United shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 ActACT"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Vista Bancorp Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United Interchange will make payment to Raritan Jersey of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by RaritanJersey, (b) Raritan Jersey will deliver to United Interchange a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanJersey, registered in the name of United Interchange or its designee, in such denominations as were specified by United Interchange in its notice of exercise and, if necessary, bearing a legend as set forth below and (c) United Interchange shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.Jersey, said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUBCO will make payment to Raritan MSB of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, MSB; (b) Raritan MSB will deliver to United HUBCO a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanMSB, registered in the name of United HUBCO or its designee, in such denominations as were specified by United HUBCO in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUBCO shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 ActACT"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp MSB Bancorp, Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United will make payment to Raritan SBSO of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by RaritanSBSO, (b) Raritan SBSO will deliver to United a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanSBSO, registered in the name of United or its designee, in such denominations as were specified by United in its notice of exercise and, if necessary, bearing a legend as set forth below and (c) United shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.State Bank of South Orange, said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United HUBCO will make payment to Raritan MSB of the aggregate price for the Option Shares so purchased by wire transfer of immediately available funds to an account designated by Raritan, MSB; (b) Raritan MSB will deliver to United HUBCO a stock certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanMSB, registered in the name of United HUBCO or its designee, in such denominations as were specified by United HUBCO in its notice of exercise and, if necessary, bearing a legend as set forth below below; and (c) United HUBCO shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp MSB Bancorp, Inc., said transfer would be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.

Payment and Delivery of Certificates. At any Closing hereunder (a) United will make payment to Raritan Farrington of the aggregate price for xxxxx xxx the Option Shares so purchased by wire transfer of immediately available funds to an account designated by RaritanFarrington, (b) Raritan will deliver Farrington wixx xxxxxxx to United a stock Unixxx x xxxxk certificate or certificates representing the number of Option Shares so purchased, free and clear of all liens, claims, charges and encumbrances of any kind or nature whatsoever created by or through RaritanFarrington, registered in the name of United xxxx xx Xnited or its designee, in such denominations as were specified by United in its notice of exercise and, if necessary, bearing a legend as set forth below and (c) United shall pay any transfer or other taxes required by reason of the issuance of the Option Shares so purchased. If required under applicable federal securities laws, a legend will be placed on each stock certificate evidencing Option Shares issued pursuant to this Agreement, which legend will read substantially as follows: The shares of stock evidenced by this certificate have not been registered for sale under the Securities Act of 1933 (the "1933 Act"). These shares may not be sold, transferred or otherwise disposed of unless a registration statement with respect to the sale of such shares has been filed under the 1933 Act and declared effective or, in the opinion of counsel reasonably acceptable to Raritan Bancorp Inc.Farrington, said transfer would xxxxd be exempt from registration under the provisions of the 1933 Act and the regulations promulgated thereunder. No such legend shall be required if a registration statement is filed and declared effective under Section 4 hereof.