Common use of Procedure to Exchange Shares Clause in Contracts

Procedure to Exchange Shares. (a) As soon as practicable after the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “Exchange Agent”), for exchange in accordance with this Article II, certificates representing the aggregate number of shares of CBSI Common Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx Common Stock shall be converted pursuant to Section 2.2 of this Agreement. As soon as practicable after the Effective Time, CBSI shall cause the Exchange Agent to mail to all holders of record of Xxxxxx Common Stock, excluding any holders of Dissenting Shares, letters of transmittal specifying the procedures for delivery of such holders’ certificates formerly representing Xxxxxx Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and cash in lieu of fractional shares issuable pursuant to this Article II. As soon as practicable, after surrender to the Exchange Agent of the certificates of Xxxxxx Common Stock in accordance with the instructions of the letter of transmittal, the Exchange Agent shall distribute to the former holders of shares of Xxxxxx Common Stock a certificate representing that number of shares of CBSI Common Stock, and/or a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. (b) No dividends or other distributions declared after the Effective Time with respect to CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx Common Stock until such holder shall surrender such certificate in accordance with this Section. After the surrender of a certificate in accordance with this Section, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore have become payable with respect to shares of CBSI Common Stock. (c) At the Effective Time, the stock transfer books of Xxxxxx shall be closed and no transfer of Xxxxxx Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section. (d) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx shall be liable to any holder of shares of Xxxxxx Common Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of Xxxxxx. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu of fractional shares, if any, from time to time, as certificates representing Xxxxxx Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSI, until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as practicable after At or prior to the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “Exchange Agent”), for exchange in accordance with this Article II, certificates representing the aggregate number of shares of CBSI Common Stock and Stock, cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx Oneida Common Stock shall be converted pursuant to Section 2.2 of this AgreementAgreement and an estimated amount of cash, by wire transfer of immediately available funds, into which any fractional shares of Oneida Common Stock shall be converted pursuant to Section 2.2(j). As soon as practicable practical after the Effective Time, but no later than five (5) business days after the Effective Time, CBSI shall cause the Exchange Agent to mail to all holders each holder of record of Xxxxxx Oneida Common StockStock who theretofore has not submitted such holder’s shares of Oneida Common Stock with an Election Form, excluding any holders of Dissenting Shares, letters a letter of transmittal in customary form specifying the procedures for delivery of such holders’ certificates formerly representing Xxxxxx shares of Oneida Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock the Merger Consideration and cash in lieu of fractional shares issuable pursuant to this Article II. As soon as practicable, after Upon surrender to the Exchange Agent of its shares of Oneida Common Stock in the certificates manner set forth in the letter of Xxxxxx transmittal, accompanied by a properly completed letter of transmittal, a holder of Oneida Common Stock will be entitled to receive the Merger Consideration promptly after the Effective Time, determined as provided in Section 2.2. Until so surrendered, each share of Oneida Common Stock shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the applicable Merger Consideration and any cash in lieu of fractional shares of CBSI Common Stock to be issued or paid in consideration therefor upon surrender of such share of Oneida Common Stock in accordance with the instructions of the letter of transmittal, the Exchange Agent shall distribute to the former holders of shares of Xxxxxx Common Stock a certificate representing that number of shares of CBSI Common Stock, and/or a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payableArticle II. (b) No dividends or other distributions declared after the Effective Time with respect to CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares share of Xxxxxx Oneida Common Stock until such holder shall surrender such certificate in accordance with this SectionAgreement. After the surrender of a certificate share of Oneida Common Stock in accordance with this SectionAgreement, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore have become payable with respect to shares of CBSI Common Stock. (c) At the Effective Time, the stock transfer books of Xxxxxx Oneida shall be closed and no transfer of Xxxxxx Oneida Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares of Oneida Common Stock are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this SectionSection 2.4. (d) In the event any certificate evidencing shares of Oneida Common Stock shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx Oneida shall be liable to any holder of shares of Xxxxxx Oneida Common Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of XxxxxxOneida. Thereafter, CBSI shall deliver certificates representing an the appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu of fractional shares, if any, from time to time, as certificates representing Xxxxxx shares of Oneida Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSI, until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as practicable after Immediately prior to the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “"Exchange Agent”"), for exchange in accordance with this Article II, certificates representing the aggregate number of shares of CBSI Common Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx ONBC Common Stock shall be converted pursuant to Section 2.2 of this Agreement. As soon as reasonably practicable after the Effective Time, CBSI shall use its commercially reasonable efforts to cause the Exchange Agent to mail to all holders of record of Xxxxxx ONBC Common Stock, excluding any holders of Dissenting Shares, letters of transmittal specifying the procedures for delivery of such holders’ ' certificates formerly representing Xxxxxx ONBC Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and cash in lieu of fractional shares issuable the Merger Consideration payable pursuant to this Article II. As soon as reasonably practicable, after surrender to the Exchange Agent of the certificates of Xxxxxx ONBC Common Stock in accordance with the instructions of the letter of transmittal, CBSI shall cause the Exchange Agent shall to distribute to the each former holders holder of shares of Xxxxxx ONBC Common Stock a certificate representing that number of shares of CBSI Common Stock, and/or a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), Consideration that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. (b) No dividends or other distributions declared after At any time following the expiration of twelve (12) months following the Effective Time with respect to Time, CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx Common Stock until such holder shall surrender such certificate in accordance with this Section. After the surrender of a certificate in accordance with this Section, the record holder thereof shall be entitled to receive direct the Exchange Agent to deliver to it any such dividends or other distributionsfunds which had been deposited with the Exchange Agent and not disbursed to holders of the ONBC Common Stock (including, without any limitation, all interest thereonand other earnings on such funds), which theretofore have become payable and thereafter such holders shall be entitled to look to CBSI only as general creditors thereof with respect to shares any Merger Consideration that may be payable upon due surrender of CBSI Common Stocktheir certificates, a letter of transmittal and other related documents to the Exchange Agent or CBSI, until at such time as such undisbursed cash is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) At the Effective Time, the stock transfer books of Xxxxxx ONBC shall be closed and no transfer of Xxxxxx ONBC Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section. (d) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx None of CBSI, Merger Sub or the Surviving Corporation shall be liable to any holder of shares of Xxxxxx ONBC Common Stock for any dividends or other distributions with respect thereto, or any Merger Consideration delivered to a public official pursuant to any applicable abandoned propertypayable in respect thereof, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of Xxxxxx. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu of fractional shares, if any, from time to time, as certificates representing Xxxxxx Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSI, until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as practicable after the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “Exchange Agent”"EXCHANGE AGENT"), for exchange in accordance with this Article ARTICLE II, certificates representing the aggregate number of shares of CBSI Common Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx GNBC Common Stock shall be converted pursuant to Section SECTION 2.2 of this Agreement. As soon as practicable after the Effective Time, CBSI shall cause the Exchange Agent to mail to all holders of record of Xxxxxx GNBC Common Stock, Stock who have not deposited their shares pursuant to valid Elections prior to the Election Deadline (excluding any holders of Dissenting Shares), letters of transmittal specifying the procedures for delivery of such holders’ ' certificates formerly representing Xxxxxx GNBC Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and and/or a check for cash (including cash in lieu of fractional shares shares) issuable pursuant to this Article ARTICLE II. As soon as reasonably practicable, after surrender to the Exchange Agent of the certificates of Xxxxxx GNBC Common Stock in accordance with the instructions of the letter of transmittal, the Exchange Agent shall distribute to the former holders of shares of Xxxxxx GNBC Common Stock a certificate representing that number of shares of CBSI Common Stock, Stock and/or a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish established to the satisfaction of the Exchange Agent that such taxes are not payable. (b) No dividends or other distributions declared after the Effective Time with respect to CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx GNBC Common Stock until such holder shall surrender such certificate in accordance with this Section. After the surrender of a certificate in accordance with this SectionSection (or compliance with the procedures set forth in SECTION 2.5(D)), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore have become payable with respect to shares of CBSI Common Stock. (c) At the Effective Time, the stock transfer books of Xxxxxx GNBC shall be closed and no transfer of Xxxxxx GNBC Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section. (d) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx GNBC shall be liable to any holder of shares of Xxxxxx GNBC Common Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of XxxxxxGNBC. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu the appropriate amount of fractional shares, if anycash, from time to time, as certificates representing Xxxxxx GNBC Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSICBSI (or the Person claiming such certificates complies with the procedures contemplated by SECTION 2.5(D)), until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as practicable after the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “Exchange Agent”), for exchange in accordance with this Article II, certificates representing the aggregate number of shares of CBSI Common Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx Wxxxxx Common Stock shall be converted pursuant to Section 2.2 of this Agreement. As soon as practicable after the Effective Time, CBSI shall cause the Exchange Agent to mail to all holders of record of Xxxxxx Wxxxxx Common Stock, excluding any holders of Dissenting Shares, letters of transmittal specifying the procedures for delivery of such holders’ certificates formerly representing Xxxxxx Wxxxxx Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and cash in lieu of fractional shares issuable pursuant to this Article II. As soon as practicable, after surrender to the Exchange Agent of the certificates of Xxxxxx Wxxxxx Common Stock in accordance with the instructions of the letter of transmittal, the Exchange Agent shall distribute to the former holders of shares of Xxxxxx Wxxxxx Common Stock a certificate representing that number of shares of CBSI Common Stock, and/or a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. (b) No dividends or other distributions declared after the Effective Time with respect to CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx Wxxxxx Common Stock until such holder shall surrender such certificate in accordance with this Section. After the surrender of a certificate in accordance with this Section, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore have become payable with respect to shares of CBSI Common Stock. (c) At the Effective Time, the stock transfer books of Xxxxxx Wxxxxx shall be closed and no transfer of Xxxxxx Wxxxxx Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section. (d) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx Wxxxxx shall be liable to any holder of shares of Xxxxxx Wxxxxx Common Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of XxxxxxWxxxxx. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu of fractional shares, if any, from time to time, as certificates representing Xxxxxx Wxxxxx Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSI, until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as practicable after the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “"Exchange Agent”"), for exchange in accordance with this Article II, certificates representing the aggregate number of shares of CBSI Common Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx GNBC Common Stock shall be converted pursuant to Section 2.2 of this Agreement. As soon as practicable after the Effective Time, CBSI shall cause the Exchange Agent to mail to all holders of record of Xxxxxx GNBC Common Stock, Stock who have not deposited their shares pursuant to valid Elections prior to the Election Deadline (excluding any holders of Dissenting Shares), letters of transmittal specifying the procedures for delivery of such holders’ ' certificates formerly representing Xxxxxx GNBC Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and and/or a check for cash (including cash in lieu of fractional shares shares) issuable pursuant to this Article II. As soon as reasonably practicable, after surrender to the Exchange Agent of the certificates of Xxxxxx GNBC Common Stock in accordance with the instructions of the letter of transmittal, the Exchange Agent shall distribute to the former holders of shares of Xxxxxx GNBC Common Stock a certificate representing that number of shares of CBSI Common Stock, Stock and/or a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish established to the satisfaction of the Exchange Agent that such taxes are not payable. (b) No dividends or other distributions declared after the Effective Time with respect to CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx GNBC Common Stock until such holder shall surrender such certificate in accordance with this Section. After the surrender of a certificate in accordance with this SectionSection (or compliance with the procedures set forth in Section 2.5(d)), the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore have become payable with respect to shares of CBSI Common Stock. (c) At the Effective Time, the stock transfer books of Xxxxxx GNBC shall be closed and no transfer of Xxxxxx GNBC Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section. (d) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx GNBC shall be liable to any holder of shares of Xxxxxx GNBC Common Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of XxxxxxGNBC. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu the appropriate amount of fractional shares, if anycash, from time to time, as certificates representing Xxxxxx GNBC Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSICBSI (or the Person claiming such certificates complies with the procedures contemplated by Section 2.5(d)), until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as practicable after On the date of the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “"Exchange Agent”"), for exchange in accordance with this Article II, certificates representing the aggregate number of shares of CBSI Common Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx First Liberty Common Stock shall be converted pursuant to Section 2.2 of this Agreement. As soon as practicable after the Effective Time but in no event later than five (5) business days after the Effective Time, CBSI shall use its best reasonable efforts to cause the Exchange Agent to mail to all holders of record of Xxxxxx First Liberty Common Stock, excluding any holders of Dissenting Shares, letters of transmittal specifying the procedures for delivery of such holders’ ' certificates formerly representing Xxxxxx First Liberty Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and cash in lieu of fractional shares issuable pursuant to this Article II. As soon as practicable, practicable after surrender to the Exchange Agent of the certificates of Xxxxxx First Liberty Common Stock in accordance with the instructions of the letter of transmittal but in no event later than 15 days after receipt of surrendered certificates of First Liberty Common Stock in accordance with instructions of the letter of transmittal, CBSI shall use its best reasonable efforts to cause the Exchange Agent shall to distribute to the former holders of shares of Xxxxxx First Liberty Common Stock a certificate representing that number of shares of CBSI Common Stock, and/or and a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash amounts to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish established to the satisfaction of the Exchange Agent that such taxes are not payable. (b) No dividends or other distributions declared after the Effective Time with respect to CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx First Liberty Common Stock until such holder shall surrender such certificate in accordance with this Section. After the surrender of a certificate in accordance with this Section, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore have become payable with respect to shares of CBSI Common Stock. (c) At the Effective Time, the stock transfer books of Xxxxxx shall be closed and no transfer of Xxxxxx Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section. (d) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx shall be liable to any holder of shares of Xxxxxx Common Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of Xxxxxx. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu of fractional shares, if any, from time to time, as certificates representing Xxxxxx Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSI, until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as reasonably practicable after the Effective Timedate of this Agreement, CBSI shall cause Parent will provide to be deposited with American each holder of Company Capital Stock Transfer & Trust of record on the date of this Agreement: (i) a letter of transmittal in a form reasonably acceptable to the Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “Exchange AgentLetter of Transmittal”), and (ii) instructions for exchange in accordance with this Article II, certificates effecting the surrender of the certificate(s) representing the aggregate number of shares of CBSI Common Company Capital Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx Common Stock shall be converted pursuant to Section 2.2 of this Agreement. As soon as practicable after the Effective Time, CBSI shall cause the Exchange Agent to mail to all holders of record of Xxxxxx Common Stock, excluding any holders of Dissenting Shares, letters of transmittal specifying the procedures for delivery of such holders’ certificates formerly representing Xxxxxx Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and cash in lieu of fractional shares issuable pursuant to this Article II. As soon as practicable, after surrender to the Exchange Agent of the certificates of Xxxxxx Common Stock in accordance with the instructions of the letter of transmittal, the Exchange Agent shall distribute to the former holders of shares of Xxxxxx Common Stock a certificate representing that number of shares of CBSI Common Stock, and/or a check for cash payable in the Merger and, if applicable, Parent Common Stock (including cash in lieu of fractional shares, if any). Any holder of a certificate representing Company Capital Stock who, at least two (2) Business Days prior to the Closing Date, surrenders such certificate to the Company for cancellation, together with a duly executed Letter of Transmittal (copies of which certificates and Letters of Transmittal shall promptly be provided to Parent), shall be entitled, upon the Closing, to receive from Parent in exchange therefor cash payable pursuant to the Merger and, if applicable, the shares of Parent Common Stock (including cash in lieu of fractional shares, if any), which shall be reflected in book entry form on Parent’s stock records, that such holder is entitled to receive pursuant to this Agreement. In Any holder of a certificate representing Company Capital Stock who, after the date that is two (2) Business Days prior to the Closing Date, surrenders such certificate to the Company for cancellation, together with a duly executed Letter of Transmittal, shall be entitled, as soon as practicable after the receipt thereof, and in no event later than five (5) Business Days after receipt thereof, to receive from Parent in exchange therefor cash payable pursuant to the Merger and, if applicable, the shares of Parent Common Stock (including cash in lieu of fractional shares, if any) into which the shares of Company Capital Stock theretofore represented by such certificate shall have been converted pursuant to this Agreement. To facilitate the foregoing, in the event that, as of the Effective Time, any holder of Company Capital Stock of record as of the Effective Time shall not have delivered to the Company a duly executed Letter of Transmittal, the Surviving Corporation shall, as soon as reasonably practicable after the Effective Time, mail to each such stockholder a Letter of Transmittal and such related instructions. (b) No interest will be paid or will accrue on the cash payable upon the surrender of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Mergercertificate representing Company Capital Stock. If any certificate surrendered for exchange payment is to be issued in made to a name Person other than that the Person in which the surrendered certificate is issued, whose name the certificate so surrendered is registered, it shall be a condition of payment that such certificate shall be properly endorsed and or otherwise in proper form for transfer and that the Person requesting such exchange payment shall affix pay any transfer or other Taxes required stock transfer tax stamps to the by reason of such certificate or provide funds for their purchase or establish to the satisfaction of the Exchange Agent Company that such taxes are Tax has been paid or is not payableapplicable. Upon payment for a surrendered certificate representing Company Capital Stock in accordance with this Section 1.14, such certificate shall forthwith be cancelled. Until surrendered and paid for as contemplated by this Section 1.14, each certificate (other than certificates representing Dissenting Shares and certificates representing any shares of Series A Preferred Stock or Company Common Stock to be cancelled or retired pursuant to or Section 1.9(a), Section 1.10(a), or Section 1.10(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash or stock, without interest, into which the shares of Company Capital Stock theretofore represented by such certificate shall have been converted pursuant to this Agreement. (bc) No dividends or other distributions declared after the Effective Time with respect to CBSI Parent Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx Company Common Stock until such holder shall surrender such certificate in accordance with this SectionSection 1.14. After the surrender of a certificate in accordance with this SectionSection 1.14, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore have become payable with respect to shares of CBSI Parent Common Stock. (cd) At the Effective Time, the stock transfer books of Xxxxxx Company shall be closed and no transfer of Xxxxxx Company Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this SectionAgreement. (de) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSIParent, the making of an indemnity agreement in a form reasonably requested by CBSI Parent and/or the posting by such Person of a bond in such amount as CBSI Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent Parent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx shall be liable to any holder of shares of Xxxxxx Common Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of Xxxxxx. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu of fractional shares, if any, from time to time, as certificates representing Xxxxxx Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSI, until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Procedure to Exchange Shares. (a) As soon as practicable after Immediately prior to the Effective Time, CBSI shall cause to be deposited with American Stock Transfer & Trust Company or another financial institution experienced in serving as an exchange agent for a public company merger (the “"Exchange Agent”"), for exchange in accordance with this Article II, certificates representing the aggregate number of shares of CBSI Common Stock and cash, by wire transfer of immediately available funds, into which the outstanding shares of Xxxxxx ESLBI Common Stock shall be converted pursuant to Section 2.2 of this Agreement. As soon as reasonably practicable after the Effective Time, CBSI shall use its commercially reasonable efforts to cause the Exchange Agent to mail to all holders of record of Xxxxxx ESLBI Common Stock, excluding any holders of Dissenting Shares, letters of transmittal specifying the procedures for delivery of such holders’ ' certificates formerly representing Xxxxxx ESLBI Common Stock to the Exchange Agent in exchange for new certificates of CBSI Common Stock and cash in lieu of fractional shares issuable the Merger Consideration payable pursuant to this Article II. As soon as reasonably practicable, after surrender to the Exchange Agent of the certificates of Xxxxxx ESLBI Common Stock in accordance with the instructions of the letter of transmittal, CBSI shall cause the Exchange Agent shall to distribute to the each former holders holder of shares of Xxxxxx ESLBI Common Stock a certificate representing that number of shares of CBSI Common Stock, and/or a check for cash payable in the Merger (including cash in lieu of fractional shares, if any), Consideration that such holder is entitled to receive pursuant to this Agreement. In no event shall the holder of any such surrendered certificates be entitled to receive interest on any stock or cash to be received in the Merger. If any certificate surrendered for exchange is to be issued in a name other than that in which the surrendered certificate is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any required stock transfer tax stamps to the certificate or provide funds for their purchase or establish established to the satisfaction of the Exchange Agent that such taxes are not payable. (b) No dividends or other distributions declared after At any time following the expiration of twelve (12) months following the Effective Time with respect to Time, CBSI Common Stock shall be paid to the holder of any unsurrendered certificate formerly representing shares of Xxxxxx Common Stock until such holder shall surrender such certificate in accordance with this Section. After the surrender of a certificate in accordance with this Section, the record holder thereof shall be entitled to receive direct the Exchange Agent to deliver to it any such dividends or other distributionsfunds which had been deposited with the Exchange Agent and not disbursed to holders of the ESLBI Common Stock (including, without any limitation, all interest thereonand other earnings on such funds), which theretofore have become payable and thereafter such holders shall be entitled to look to CBSI only as general creditors thereof with respect to shares any Merger Consideration that may be payable upon due surrender of CBSI Common Stocktheir certificates, a letter of transmittal and other related documents to the Exchange Agent or CBSI, until at such time as such undisbursed cash is delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (c) At the Effective Time, the stock transfer books of Xxxxxx ESLBI shall be closed and no transfer of Xxxxxx ESLBI Common Stock shall thereafter be made or recognized. If, after the Effective Time, certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for the Merger Consideration as provided in this Section. (d) In the event any certificate shall have been lost, stolen, destroyed or mutilated, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, destroyed or mutilated and, if required by CBSI, the making of an indemnity agreement in a form reasonably requested by CBSI and/or the posting by such Person of a bond in such amount as CBSI may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen, destroyed or mutilated certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (e) Neither CBSI nor Xxxxxx None of CBSI, Merger Sub or the Surviving Corporation shall be liable to any holder of shares of Xxxxxx ESLBI Common Stock for any dividends or other distributions with respect thereto, or any Merger Consideration delivered to a public official pursuant to any applicable abandoned propertypayable in respect thereof, escheat or similar law. After the first anniversary of the Effective Time, CBSI shall be entitled to instruct the Exchange Agent to release to CBSI all of the shares of CBSI Common Stock and cash then remaining undistributed to former shareholders of Xxxxxx. Thereafter, CBSI shall deliver certificates representing an appropriate number of shares of CBSI Common Stock and/or a check for cash in lieu of fractional shares, if any, from time to time, as certificates representing Xxxxxx Common Stock, the accompanying letter of transmittal and other related documents are presented to the Exchange Agent or CBSI, until at such time as such shares and cash are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.