Common use of Payment of Merger Consideration Clause in Contracts

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal (or an “agent’s message,” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, issue and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article ARTICLE III, in full satisfaction of all rights pertaining to the shares of Target Company Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Company Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal (or an “agent’s message,” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, issue and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target Company Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Company Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require. The CVRs shall not be evidenced by a certificate or other instrument and shall not be transferable except as provided in the CVR Agreement.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal (or an “agent’s message,” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, issue and deliver to such holder, (A) the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, together with such cash, if any, payable to such holder in respect of a fractional share interest in accordance with Section 3.4, in full satisfaction of all rights pertaining to the shares of Target CFI Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (B) a check representing the amount of any dividends or other distributions payable or distributable to such holder in accordance with Section 3.2(d), and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target CFI Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. (a) Upon proper surrender of a Certificate or Book-Entry Shares and subject to the Exchange Agent for exchange terms and cancellationconditions of this Agreement, together at the Effective Time, the Purchaser shall issue the full amount of the Merger Consideration Shares, subject to compliance with a properly completed and duly executed letter of transmittal and such other documents as may reasonably be required by the Exchange Agent, BVI Law. (ib) the Each holder of such Certificate or Book-Entry Company Ordinary Shares shall that have been converted into a right to receive the Merger Consideration Shares will be entitled to receive one or more Purchaser Ordinary Shares (which shall be in exchange therefornon-certificated book-entry form unless a physical certificate is required by applicable Law) representing, and in the Exchange Agent aggregate, the whole number of Purchaser Ordinary Shares, if any, that such holder has the right to receive pursuant to Section 4.1. No interest shall issuebe paid or accrued on any Merger Consideration. (c) Each holder of Parent Securities that have been converted into a right to receive Purchaser Securities will be entitled to receive the whole number of Purchaser Securities that such holder has the right to receive in accordance with Section 2.6 (which shall be in non-certificated book-entry form unless a physical certificate required by applicable Law). Until so surrendered, payeach such Parent Security shall, and deliver after the Effective Time, represent for all purposes only the right to such holder, receive the applicable Purchaser Security. (d) If any portion of the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Common Stock is to be issued registered in the name of or paid to a Person other than the Person in whose name such shares the Company Ordinary Shares are registeredregistered in, it shall be a condition to the issuance or payment registration that an instrument of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, transfer in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments proper form for transfer and evidence that the Person requesting such delivery of the Merger Consideration Shares shall pay any applicable stock transfer or other similar Taxes have required as a result of such registration in the name of a Person other than the registered holder or establish, that such Tax has been paid or are is not applicablepayable. (e) After the Effective Time, all in such form as the Exchange Agent there shall reasonably requirebe no further registration of transfers of Company Ordinary Shares or Parent Securities.

Payment of Merger Consideration. Upon Promptly upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal (or an “agent’s message” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target Charter Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, ; and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Charter Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellationexchange, together with a properly completed and duly executed letter of transmittal (or an “agent’s message” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, and deliver to such holder, (i) that portion of the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target TCB Holdings Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate any Post-Closing Distributions payable or Book-Entry Shares so surrendered shall be canceleddistributable to such holder in accordance with Section 3.2(d). In the event any the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target TCB Holdings Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellationexchange, together with a properly completed and duly executed letter of transmittal transmittal, or an “agent’s message,” in the case of Book-Entry Shares held in street name, and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, pay and deliver to such holder, that portion of the Merger Consideration and any other amounts to which such holder shall have become be entitled pursuant to the provisions of this Article IIIAgreement, in full satisfaction of all rights pertaining to the shares of Target Common SmartFinancial Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Common SmartFinancial Stock is to be issued in the name of of, or paid to to, a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal (or an “agent’s message” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target Bancshares Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Bancshares Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal (or an “agent’s message,” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, issue and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target Company Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Company Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.

Payment of Merger Consideration. Upon proper surrender of a Certificate (i) (i) At or Book-Entry Shares prior to the Exchange Closing, Purchaser will deliver to the Paying Agent, for further payment to the Eligible Holders pursuant to the Paying Agent for exchange Agreement, cash in an amount equal to (A) the Closing Per Share Merger Consideration, multiplied by (B) the total number of issued and cancellationoutstanding Company Shares immediately prior to the Effective Time (the “Aggregate Closing Per Share Merger Consideration”), together and (ii) at the Effective Time, Purchaser shall fund the Company with cash sufficient to pay the aggregate Closing Option Merger Consideration in respect of each Vested Option. (ii) Immediately following the Effective Time, the Paying Agent shall deliver to each Eligible Holder who has delivered a properly completed and duly executed and completed letter of transmittal and indemnification agreement in the form attached hereto as Exhibit D (the “Letter of Transmittal”) and such other documents as may reasonably be required by the Exchange AgentPaying Agent and has, (isubject to Section 2.05(g), surrendered the applicable certificate(s) the holder of such Certificate or Book-Entry Shares shall be entitled to receive representing its Company Shares, an aggregate amount in exchange therefor, and the Exchange Agent shall issue, pay, and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant cash equal to the provisions product of this Article III, in full satisfaction the number of all rights pertaining to the shares of Target Common Stock formerly Company Shares represented by such Certificate or certificate(s), multiplied by the Closing Per Share Merger Consideration, by wire transfer of immediately available funds to an account designated in such Book-Entry SharesEligible Holder’s Letter of Transmittal (or, as applicableat the request of an Eligible Holder, and by check). (iiiii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any Merger Consideration or any other amounts issuable or payable under this Agreement to of a holder transfer of shares ownership of Target Common Stock Company Shares that is to be issued not registered in the name transfer records of or paid the Company, payment may be made with respect to a Person other than the Person in whose name such shares are registered, it shall be to such a condition to transferee if the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly certificate representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be shares is presented to the Exchange AgentCompany, together with accompanied by all documents required to evidence of or appropriate documents or instruments for and effect such transfer and to evidence that any applicable stock transfer or other Taxes taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably requirepaid.

Payment of Merger Consideration. Upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent for exchange and cancellation, together with a properly completed and duly executed letter of transmittal (or an “agent’s message” in the case of Book-Entry Shares held in street name) and such other documents as may reasonably be required by the Exchange Agent, (i) the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall issue, pay, and deliver to such holder, the Merger Consideration and any other amounts to which such holder shall have become entitled pursuant to the provisions of this Article III, in full satisfaction of all rights pertaining to the shares of Target Bancorp Common Stock formerly represented by such Certificate or to such Book-Entry Shares, as applicable, and (ii) the Certificate or Book-Entry Shares so surrendered shall be canceled. In the event any the Merger Consideration or any other amounts issuable or payable under this Agreement to a holder of shares of Target Bancorp Common Stock is to be issued in the name of or paid to a Person other than the Person in whose name such shares are registered, it shall be a condition to the issuance or payment of such Merger Consideration or other amounts that the Certificate formerly representing such shares, or, in the case of non-certificated shares, the Book-Entry Shares, be presented to the Exchange Agent, together with evidence of or appropriate documents or instruments for transfer and evidence that any applicable stock transfer or other Taxes have been paid or are not applicable, all in such form as the Exchange Agent shall reasonably require.