Common use of Rights Evidenced by Certificates Clause in Contracts

Rights Evidenced by Certificates. Each certificate for shares of Sovereign Common Stock issued in exchange for certificates for First Home Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home Common Stock are exchanged for Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Common Stock, Sovereign will pay cash in an amount equal to dividends theretofore payable on such Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home Common Stock may be entitled as a result of the declaration of a dividend on the First Home Common Stock by First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Common Stock are surrendered by a First Home shareholder to Sovereign for exchange, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Sovereign Common Stock issuable to such shareholder.

Appears in 2 contracts

Samples: Merger Agreement (Sovereign Bancorp Inc), Merger Agreement (First Home Bancorp Inc \Nj\)

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Rights Evidenced by Certificates. Each certificate for shares of Sovereign Holding Company Common Stock issued in exchange for certificates for First Home FLC Capital Stock or Patriot Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock Holding Company Common Stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home FLC Capital Stock or Patriot Common Stock willStock, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Sovereign Holding Company Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D1.02(e)(i)(D) hereofor Section 1.02(e)(ii)(E), as the case may be. If certificates for shares of First Home FLC Capital Stock or Patriot Common Stock are exchanged for Sovereign Holding Company Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Holding Company Common Stock, Sovereign the Holding Company will pay cash in an amount equal to dividends theretofore payable on such Sovereign Holding Company Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Holding Company Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home FLC Capital Stock or Patriot Common Stock in exchange for certificates for Sovereign Holding Company Common Stock, Sovereign the Holding Company also shall pay any dividends to which such holder of First Home FLC Capital Stock, in the case of a holder of Patriot Common Stock Stock, may be entitled as a result of the declaration of a dividend on the First Home FLC Capital Stock or Patriot Common Stock by First Home FLC or Patriot in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home FLC Capital Stock or Patriot Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home FLC Capital Stock or any holder of Patriot Common Stock Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home FLC Capital Stock or Patriot Common Stock are surrendered by a First Home Patriot or FLC shareholder to Sovereign the Holding Company for exchange, Sovereign the Holding Company shall have the right to withhold dividends or any other distributions on the shares of Sovereign Holding Company Common Stock issuable to such shareholder.

Appears in 2 contracts

Samples: Consolidation Agreement (First Lehigh Corp), Agreement and Plan of Consolidation (Patriot Bank Corp)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign Penns Woods Common Stock issued in exchange for certificates certxxxxxtes for First Home FNBSM Common Stock pursuant to Section 1.02(g)(i1.02(f)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home FNBSM Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Penns Woods Common Stock pursuant to Section 1.02(g)(i1.02(f)(x) hereof xereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home FNBSM Common Stock are exchanged for Sovereign Penns Woods Common Stock at a date following one or more xxxx record dates for the payment of dividends or of any other distribution on the shares of Sovereign Penns Woods Common Stock, Sovereign Penns Woods will pay cash in an xx xx amount equal to dividends divixxxxx theretofore payable on such Sovereign Penns Woods Common Stock and pay or deliver any other distribution xxxtribution to which holders of shares of Sovereign Penns Woods Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home Common Stock may be entitled as a result of the declaration of a dividend on the First Home Common Stock by First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Dateentxxxxx. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g1.02(f) upon surrender of certificates for shares of First Home Penns Woods Common Stock. Notwithstanding the foregoingforegxxxx, no party hereto will be liable to any holder of First Home Penns Woods Common Stock for any amount paid upon adxxxx of legal counsel and in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home FNBSM Common Stock are surrendered by a First Home FNBSM shareholder to Sovereign Penns Woods for exchange, Sovereign Penns Woods shall have the right xxxxt to withhold dividends or dividenxx xx any other distributions on the shares of Sovereign Penns Woods Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (Penns Woods Bancorp Inc)

Rights Evidenced by Certificates. Each certificate for -------------------------------- shares of Sovereign Common Stock issued in exchange for certificates for First Home Peoples Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home Peoples Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home Peoples Common Stock are exchanged for Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Common Stock, Sovereign will pay cash in an amount equal to dividends theretofore payable on such Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Peoples Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home Peoples Common Stock may be entitled as a result of the declaration of a dividend on the First Home Peoples Common Stock by First Home Peoples in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home Peoples Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home Peoples Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Peoples Common Stock are surrendered by a First Home Peoples shareholder to Sovereign for exchange, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Sovereign Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (Peoples Bancorp Inc /De/)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign Common Stock issued in exchange for certificates for First Home Carnegie Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home Carnegie Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home Carnegie Common Stock are exchanged for Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Common Stock, Sovereign will pay cash at the time of such exchange in an amount equal to dividends theretofore payable on such Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home Common Stock may be entitled as a result of the declaration of a dividend on the First Home Common Stock by First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home Carnegie Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home Carnegie Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Carnegie Common Stock are surrendered by a First Home Carnegie shareholder to Sovereign for exchange, or Carnegie shareholders have complied with reasonable and customary procedures relating to lost or destroyed certificates, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Sovereign Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (Carnegie Bancorp)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign Common Stock issued in exchange for certificates for First Home ML Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home ML Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home ML Common Stock are exchanged for Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Common Stock, Sovereign will pay cash in an amount equal to dividends theretofore payable on such Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home ML Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home ML Common Stock may be entitled as a result of the declaration of a dividend on the First Home ML Common Stock by First Home ML in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home ML Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home ML Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Common Stock are surrendered by a First Home shareholder to Sovereign for exchange, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Sovereign Common Stock issuable to such shareholder.of

Appears in 1 contract

Samples: Merger Agreement (Ml Bancorp Inc)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign Common Stock issued in exchange for certificates for First Home Bankers Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home Bankers Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home Bankers Common Stock are exchanged for Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Common Stock, Sovereign will pay cash in an amount equal to dividends theretofore payable on such Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home Common Stock may be entitled as a result of the declaration of a dividend on the First Home Common Stock by First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home Bankers Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home Bankers Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Bankers Common Stock are surrendered by a First Home Bankers shareholder to Sovereign for exchange, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Sovereign Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (Bankers Corp)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign Common Stock issued in exchange for certificates for First Home WJB Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home WJB Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home WJB Common Stock are exchanged for Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Common Stock, Sovereign will pay cash in an amount equal to dividends theretofore payable on such Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home Common Stock may be entitled as a result of the declaration of a dividend on the First Home Common Stock by First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home WJB Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home WJB Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home WJB Common Stock are surrendered by a First Home WJB shareholder to Sovereign for exchange, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Sovereign Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (Sovereign Bancorp Inc)

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Rights Evidenced by Certificates. Each certificate for shares of Sovereign Holding Company Common Stock issued in exchange for certificates for First Home Heritage Common Stock or BCB Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock Holding Company Common Stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home Heritage Common Stock willor BCB Common Stock, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Sovereign Holding Company Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D) or Section 1.02(e)(ii)(D) hereof), as the case may be. If certificates for shares of First Home Heritage Common Stock or BCB Common Stock are exchanged for Sovereign Holding Company Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Holding Company Common Stock, Sovereign the Holding Company will pay cash in an amount equal to dividends theretofore payable on such Sovereign Holding Company Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Holding Company Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Heritage Common Stock or BCB Common Stock in exchange for certificates for Sovereign Holding Company Common Stock, Sovereign the Holding Company also shall pay any dividends to which such holder of First Home Heritage Common Stock Stock, in the case of a holder of BCB Common Stock, may be entitled as a result of the declaration of a dividend on the First Home Heritage Common Stock or BCB Common Stock by First Home Heritage or BCB in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home Heritage Common Stock or BCB Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home Heritage Common Stock or any holder of BCB Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Heritage Common Stock or BCB Common Stock are surrendered by a First Home BCB or Heritage shareholder to Sovereign the Holding Company for exchange, Sovereign the Holding Company shall have the right to withhold dividends or any other distributions on the shares of Sovereign Holding Company Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Consolidation Agreement (BCB Financial Services Corp /Pa/)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign First Leesport Common Stock issued in exchange for certificates for First Home shares of Merchants Common Stock pursuant to Section 1.02(g)(i1.02(f)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home Merchants Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign First Leesport Common Stock pursuant to Section 1.02(g)(i1.02(f)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home Merchants Common Stock are exchanged for Sovereign First Leesport Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign First Leesport Common Stock, Sovereign First Leesport will pay cash in an amount equal to dividends theretofore payable on such Sovereign First Leesport Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign First Leesport Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home Common Stock may be entitled as a result of the declaration of a dividend on the First Home Common Stock by First Home in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g1.02(f) upon surrender of certificates for shares of First Home Leesport Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home Leesport Common Stock for any amount paid upon advice of legal counsel and in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Merchants Common Stock are surrendered by a First Home Merchants shareholder to Sovereign First Leesport for exchange, Sovereign First Leesport shall have the right to withhold dividends or any other distributions on the shares of Sovereign First Leesport Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (First Leesport Bancorp Inc)

Rights Evidenced by Certificates. Each certificate for -------------------------------- shares of Sovereign Holding Company Common Stock issued in exchange for certificates for First Home Heritage Common Stock or BCB Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock Holding Company Common Stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home Heritage Common Stock willor BCB Common Stock, from and after the Effective Date, will evidence solely the right to receive certificates for shares of Sovereign Holding Company Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(i)(D) or Section 1.02(e)(ii)(D) hereof), as the case may be. If certificates for shares of First Home Heritage Common Stock or BCB Common Stock are exchanged for Sovereign Holding Company Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Holding Company Common Stock, Sovereign the Holding Company will pay cash in an amount equal to dividends theretofore payable on such Sovereign Holding Company Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Holding Company Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home Heritage Common Stock or BCB Common Stock in exchange for certificates for Sovereign Holding Company Common Stock, Sovereign the Holding Company also shall pay any dividends to which such holder of First Home Heritage Common Stock Stock, in the case of a holder of BCB Common Stock, may be entitled as a result of the declaration of a dividend on the First Home Heritage Common Stock or BCB Common Stock by First Home Heritage or BCB in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home Heritage Common Stock or BCB Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home Heritage Common Stock or any holder of BCB Common Stock, for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home Heritage Common Stock or BCB Common Stock are surrendered by a First Home BCB or Heritage shareholder to Sovereign the Holding Company for exchange, Sovereign the Holding Company shall have the right to withhold dividends or any other distributions on the shares of Sovereign Holding Company Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Consolidation Agreement (Heritage Bancorp Inc /Pa/)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign PSB Common Stock issued in exchange for certificates for First Home FBKP Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home FBKP Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign PSB Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home FBKP Common Stock are exchanged for Sovereign PSB Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign PSB Common Stock, Sovereign PSB will pay cash in an amount equal to dividends theretofore payable on such Sovereign PSB Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign PSB Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home FBKP Common Stock in exchange for certificates for Sovereign PSB Common Stock, Sovereign PSB also shall pay any dividends to which such holder of First Home FBKP Common Stock may be entitled as a result of the declaration of a dividend on the First Home FBKP Common Stock by First Home FBKP in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home FBKP Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home FBKP Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home FBKP Common Stock are surrendered by a First Home FBKP shareholder to Sovereign PSB for exchange, Sovereign PSB shall have the right to withhold dividends or any other distributions on the shares of Sovereign PSB Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (PSB Bancorp Inc)

Rights Evidenced by Certificates. Each certificate for shares of Sovereign Common Stock issued in exchange for certificates for First Home ML Common Stock pursuant to Section 1.02(g)(i) hereof will be dated the Effective Date and be entitled to dividends and all other rights and privileges pertaining to such shares of stock from and after the Effective Date. Until surrendered, each certificate theretofore evidencing shares of First Home ML Common Stock will, from and after the Effective Date, evidence solely the right to receive certificates for shares of Sovereign Common Stock pursuant to Section 1.02(g)(i) hereof and a check for cash in lieu of any fractional share in accordance with Section 1.02(e)(ii)(D) hereof. If certificates for shares of First Home ML Common Stock are exchanged for Sovereign Common Stock at a date following one or more record dates for the payment of dividends or of any other distribution on the shares of Sovereign Common Stock, Sovereign will pay cash in an amount equal to dividends theretofore payable on such Sovereign Common Stock and pay or deliver any other distribution to which holders of shares of Sovereign Common Stock have theretofore become entitled. Upon surrender of certificates for shares of First Home ML Common Stock in exchange for certificates for Sovereign Common Stock, Sovereign also shall pay any dividends to which such holder of First Home ML Common Stock may be entitled as a result of the declaration of a dividend on the First Home ML Common Stock by First Home ML in accordance with the terms of this Agreement with a record date prior to the Effective Date and a payment date after the Effective Date. No interest will accrue or be payable in respect of dividends or cash otherwise payable under this Section 1.02(g) upon surrender of certificates for shares of First Home ML Common Stock. Notwithstanding the foregoing, no party hereto will be liable to any holder of First Home ML Common Stock for any amount paid in good faith to a public official or agency pursuant to any applicable abandoned property, escheat or similar law. Until such time as certificates for shares of First Home ML Common Stock are surrendered by a First Home ML shareholder to Sovereign for exchange, Sovereign shall have the right to withhold dividends or any other distributions on the shares of Sovereign Common Stock issuable to such shareholder.

Appears in 1 contract

Samples: Merger Agreement (Sovereign Bancorp Inc)

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