Payment of Merger Consideration; Exchange of Certificates. (a) Prior to the Effective Time, the Former Company Stockholders’ Agent shall designate, or shall cause to be designated, a bank or trust company reasonably acceptable to Parent to act as agent (the “Paying Agent”), pursuant to a paying agent agreement in form and substance reasonably acceptable to Parent, for the payment of the Merger Consideration (less the Escrow Amount, the Working Capital Escrow Amount and the portion of the Merger Consideration allocable to the Rollover Shares), and, at the Effective Time, Parent shall provide to the Paying Agent, by wire transfer of immediately available funds, the amounts necessary for the payment of the Merger Consideration which is payable at Closing hereunder (less the Escrow Amount and the Working Capital Escrow Amount and the portion of the Merger Consideration allocable to the Rollover Shares). Any and all interest or income earned on funds made available to the Paying Agent pursuant to this Agreement shall be turned over to Parent.
(b) From and after the Effective Time, each holder of a certificate or certificates (“Certificates”) which represented shares of Company Common Stock outstanding immediately prior to the Effective Time shall surrender each Certificate to the Paying Agent, and receive promptly in exchange therefor the applicable Per Share Merger Consideration (less the applicable portion of the Escrow Amount and the Working Capital Escrow Amount) into which the Company Common Stock evidenced by the Certificates so surrendered shall have been converted pursuant, and subject to, the provisions of Article III of this Agreement. The surrender of Certificates shall be accompanied by duly completed and executed letters of transmittal in such customary form as may reasonably be agreed to by the Company and Parent. Until surrendered, each outstanding Certificate shall be deemed for all corporate purposes from and after the Effective Time to evidence the right to receive the Per Share Merger Consideration but shall, subject to applicable appraisal rights under the DGCL and Section 3.4 of this Agreement, have no other rights. From and after the Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock outstanding immediately prior to the Effective Time.
(c) In the event 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 de...
Payment of Merger Consideration; Exchange of Certificates. Within five (5) Business Days after the Closing, Heartland will cause to be distributed to each holder of shares of Citywide Common Stock a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Stock Consideration and the Actual Cash Consideration for each Citywide Converted Common Share (a “Letter of Transmittal”). Within five (5) Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a share of Citywide Common Stock, Heartland or such paying agent will distribute to the Person in whose name such certificate is registered, the Stock Consideration and the Actual Cash Consideration, and, if applicable, cash in the amount of any Fractional Share Amount.
Payment of Merger Consideration; Exchange of Certificates. Within ten (10) Business Days after the Closing, Heartland will cause to be distributed to each holder of CBCS Common Stock and CBCS Convertible Preferred Stock, letters of transmittal or other appropriate materials to facilitate the surrender of certificates representing such stock for the Merger Consideration. Within ten (10) Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a Converted Share, Heartland or such paying agent shall distribute to the person in whose name such certificate is registered, a certificate or certificates representing the Stock Merger Consideration, cash in the amount of any Fractional Share Amount and cash representing the Cash Merger Consideration.
Payment of Merger Consideration; Exchange of Certificates. Within 10 Business Days after the Closing, Heartland or a paying agent appointed by Heartland will cause to be distributed to each AIM Shareholder a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Stock Consideration and the Actual Cash Consideration for each AIM Converted Common Share (a “Letter of Transmittal”). Within 10 Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a share of AIM Common Stock, Heartland or such paying agent will distribute to the Person in whose name such certificate is registered, the Stock Consideration and the Actual Cash Consideration, and, if applicable, cash in the amount of any Fractional Share Amount. The Stock Consideration shall be issued in book entry form, unless otherwise requested by an AIM Shareholder.
Payment of Merger Consideration; Exchange of Certificates. Within ten (10) Business Days after the Closing, Heartland will cause to be distributed to each holder of capital stock of CIC a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such stock for the applicable form of Merger Consideration (a “Letter of Transmittal”). Within ten (10) Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a Converted Share, Heartland or such paying agent shall distribute to the Person in whose name such certificate is registered, the applicable form of Merger Consideration and, if applicable, cash in the amount of any Fractional Share Amount.
Payment of Merger Consideration; Exchange of Certificates. The Parent shall act as paying agent in effecting the exchange of cash for certificates which, immediately prior to the Effective Time, represented Company Units entitled to payment pursuant to Section 3.2. On the Closing Date, the Parent shall pay each holder of certificates representing Company Units (each, a “Unitholder”) who has surrendered his, her or its certificates, duly endorsed in blank or accompanied by duly executed unit powers or letters of transmittal in a form reasonably acceptable to Parent (which shall contain no representations or covenants of the applicable Unitholders, other than customary representations with respect to legal authority or capacity, title to Units free and clear of all Liens and such representations as are necessary to determine if a withholding requirement is applicable), representing the number of units of each class of Company Units held by such holder, the amount of cash to which he, she or it is entitled under Section 3.2. Surrendered certificates shall forthwith be canceled. Until so surrendered and exchanged, each such certificate shall represent solely the right to receive the Merger Consideration into which the units it theretofore represented shall have been converted pursuant to Section 3.2. Notwithstanding the foregoing, if any such certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact by the Person claiming such certificate to be lost, stolen or destroyed, and, if required by Parent, the posting of a bond, in such reasonable amount as Parent may direct, the Parent shall issue in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of the Company Units represented by such certificate, as contemplated by this Section 3.3. The Parent or the Company may withhold from the Merger Consideration any amounts that are required to be withheld by any Tax or other law, and any amounts so withheld shall for all purposes of this Agreement be treated as paid to the recipient thereof with respect to which such withholding was performed.
Payment of Merger Consideration; Exchange of Certificates. Within 10 Business Days after the Closing, Heartland or a paying agent appointed by Heartland will cause to be distributed to each holder of shares of FBLB Common Stock a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Stock Consideration and the Actual Cash Consideration for each FBLB Converted Common Share (a “Letter of Transmittal”). Within 10 Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a share of FBLB Common Stock, Heartland or such paying agent will distribute to the Person in whose name such certificate is registered, the Stock Consideration and the Actual Cash Consideration, and, if applicable, cash in the amount of any Fractional Share Amount.
Payment of Merger Consideration; Exchange of Certificates. Within 10 Business Days after the Closing, Heartland or a paying agent appointed by Heartland will cause to be distributed to each holder of BVBC Converted Common Shares a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Merger Consideration or the Adjusted Merger Consideration, as the case may be, for each BVBC Converted Common Share (a “Letter of Transmittal”). Within 10 Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a share of BVBC Common Stock, Heartland or such paying agent will distribute to the Person in whose name such certificate is registered, the Merger Consideration or the Adjusted Merger Consideration, as the case may be, and, if applicable, cash in the amount of any Fractional Share Amount.
Payment of Merger Consideration; Exchange of Certificates. On the date the Effective Time occurs (the "Closing Date"), each holder of Company Common Stock shall be entitled to receive (i) the Cash Consideration to which such holder is entitled under Section 2.01, payable by cashier's or certified check or, if requested by such holder, by wire transfer of immediately available funds to an account specified by such holder, (ii) a certificate or certificates representing the number of whole shares of Acquiror Preferred Stock, if any, issuable to such holder with respect to the aggregate number of such shares as provided in Section 2.01, (iii) a cash payment in lieu of fractional shares, if any, as provided in Section 2.02(c), and (iv) the Contingent Payment Rights with respect to such shares, which Rights shall be uncertificated and shall have only the rights and terms set forth in Section 2.05. The Contingent Consideration to which such holder is entitled, if any, shall be paid as specified in Section 2.03. Upon surrender of each outstanding certificate theretofore evidencing outstanding shares of Company Common Stock ("Certificates"), the Acquiror shall pay to the holder of such Certificate the Merger Consideration, as set forth above in this Section 2.02(a).
Payment of Merger Consideration; Exchange of Certificates
