Common use of Payment of Cash Consideration Clause in Contracts

Payment of Cash Consideration. Immediately prior to the Effective Time, Juniata shall deposit with the Exchange Agent, in trust for the benefit of the holders of FNBPA Shares, an amount of cash equal to (i) the Cash Consideration to be paid to holders of FNBPA Shares to be converted into Cash Consideration as determined in Section 3.2(b); and (ii) the cash in lieu of fractional shares ot be paid in accordance with Section 3.1(c). As soon as practicable following the Effective Time, each holder of FNBPA Shares that are to be converted into Cash Consideration, upon proper surrender to the Exchange Agent of one or more certificates for such FNBPA Shares for cancellation (to the extent not previously surrendered with a Form of Election), shall be entitled to receive (and the Exchange Agent shall deliver) a bank check for an amount equal to the Cash Consideration multiplied by the number of FNBPA Shares to be converted into Cash Consideration. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of FNBPA Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately prior to the Effective ----------------------------- Time, Juniata Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of FNBPA Company Shares, an amount of in cash equal to (i) the Cash Consideration to be paid to holders of FNBPA Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 3.2(b); and (ii) the cash in lieu of fractional shares ot be paid in accordance with Section 3.1(c)3.3. As soon as practicable following on the day of the Closing (but after the Effective Time), each holder the Exchange Agent shall distribute to holders of FNBPA Company Shares that are to be converted into the right to receive the Cash ConsiderationConsideration and determined in accordance with Section 3.3, upon proper surrender to the Exchange Agent of one or more certificates for such FNBPA Shares for cancellation (to the extent not previously surrendered with a Form of Election)) of one or more Certificates for such Company Shares for cancellation, shall be entitled to receive (and the Exchange Agent shall deliver) a bank check for an amount equal to the Cash Consideration multiplied by times the number of FNBPA Company Shares to be converted into Cash Considerationso converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates Certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of FNBPA Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately prior to the Effective Time, Juniata Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of FNBPA Company Shares, an amount of in cash equal to (i) the Cash Consideration to be paid to holders of FNBPA Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 3.2(b); and (ii) the cash in lieu of fractional shares ot be paid in accordance with Section 3.1(c)3.3. As soon as practicable following on the day of the Closing (but after the Effective Time), each holder the Exchange Agent shall distribute to holders of FNBPA Company Shares that are to be converted into the right to receive the Cash ConsiderationConsideration and determined in accordance with Section 3.3, upon proper surrender to the Exchange Agent of one or more certificates for such FNBPA Shares for cancellation (to the extent not previously surrendered with a Form of Election)) of one or more Certificates for such Company Shares for cancellation, shall be entitled to receive (and the Exchange Agent shall deliver) a bank check for an amount equal to the Cash Consideration multiplied by times the number of FNBPA Company Shares to be converted into Cash Considerationso converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates Certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of FNBPA Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately prior to the Effective Time, Juniata C&N shall deposit with the Exchange Agent, in trust for the benefit of the holders of FNBPA Monument Shares, an amount of in cash equal to (i) the Cash Consideration to be paid to holders of FNBPA Monument Shares to be converted into the right to receive the Cash Consideration as determined in Section 3.2(b2.2(b); and (ii) the cash in lieu of fractional shares ot to be paid in accordance with Section 3.1(c2.1(c). As soon as practicable following the Effective Time, each holder of FNBPA Monument Shares that are to be converted into Cash Consideration, upon proper surrender to the Exchange Agent of one or more certificates for such FNBPA Monument Shares for cancellation (to the extent not previously surrendered with a Form of Election), shall be entitled to receive (and the Exchange Agent shall deliver) a bank check for an amount equal to the Cash Consideration multiplied by the number of FNBPA Monument Shares (including fractional shares) to be converted into Cash Consideration. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of FNBPA Monument Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately prior to the Effective Time, Juniata Fxxxxx shall deposit with the Exchange Agent, in trust for the benefit of the holders of FNBPA Columbia Shares, an amount of in cash equal to (i) the Cash Consideration to be paid to holders of FNBPA Columbia Shares to be converted into the right to receive the Cash Consideration as determined in Section 3.2(b); and (ii) the cash in lieu of fractional shares ot be paid in accordance with Section 3.1(c2.2(b). As soon as practicable following the Effective Time, each holder the Exchange Agent shall distribute to holders of FNBPA Columbia Shares that are to be converted into the right to receive the Cash ConsiderationConsideration and determined in accordance with Section 2.2(b), upon proper surrender to the Exchange Agent of one or more certificates for such FNBPA Shares for cancellation (to the extent not previously surrendered with a Form of Election)) of one or more certificates for such Columbia Shares for cancellation, shall be entitled to receive (and the Exchange Agent shall deliver) a bank check for an amount equal to the Cash Consideration multiplied by the number of FNBPA Columbia Shares to be converted into Cash Considerationconverted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of FNBPA Columbia Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

Payment of Cash Consideration. Immediately prior to the Effective Time, Juniata ----------------------------- Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of FNBPA Company Shares, an amount of in cash equal to (i) the Cash Consideration to be paid to holders of FNBPA Company Shares to be converted into the right to receive the Cash Consideration as determined in Section 3.2(b); and (ii) the cash in lieu of fractional shares ot be paid in accordance with Section 3.1(c)3.3. As soon as practicable following on the day of the Closing (but after the Effective Time), each holder the Exchange Agent shall distribute to holders of FNBPA Company Shares that are to be converted into the right to receive the Cash ConsiderationConsideration and determined in accordance with Section 3.3, upon proper surrender to the Exchange Agent of one or more certificates for such FNBPA Shares for cancellation (to the extent not previously surrendered with a Form of Election)) of one or more Certificates for such Company Shares for cancellation, shall be entitled to receive (and the Exchange Agent shall deliver) a bank check for an amount equal to the Cash Consideration multiplied by times the number of FNBPA Company Shares to be converted into Cash Considerationso converted. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any of the Cash Consideration to be received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the certificates Certificates surrendered for exchange therefor are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of issuance of such check to a person other than the registered holder of the certificates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of FNBPA Company Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.