Common use of Surrender of Certificates; Paying Agent Clause in Contracts

Surrender of Certificates; Paying Agent. 10.1. Computershare, or other entity mutually satisfactory to WBI and BOKF, shall act as paying agent in the Merger (the "Paying Agent"). 10.2. Promptly following the WBI shareholder's approval of the Merger, the Paying Agent shall mail, without any further action on the part of BOKF or WBI, to each record holder of certificates representing WBI Common Stock (the "Certificates"), addressed to the most current address of such shareholder according to the records of WBI, a letter of transmittal (and instructions) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each such letter (the "Merger Transmittal Letters") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper receipt of the Certificates by the Paying Agent and shall be in such form and have such other provisions as BOKF may reasonably specify. The Paying Agent shall hold all Certificates it receives prior to Closing in escrow for the benefit of the WBI Shareholders until the Closing. 10.3. At the Closing BOKF shall cause WBI, as the surviving corporation, to furnish the Paying Agent cash sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to all WBI Shareholders on a pro rata basis in accordance with each WBI shareholder's respective common stock ownership in WBI (each, a "Closing Payment"), excluding, however, those shareholders who have perfected their right to dissent to the Merger. The Paying Agent shall deliver Closing Payments to those WBI shareholders at Closing who have properly tendered Certificates prior to Closing as directed by the transmittal letter. Certificates transmitted after Closing shall be promptly paid by the Paying Agent (subject to Section 10.9 below). Delivery of Closing Payments, both before and after Closing, shall be made, at the discretion of WBI shareholders, either by check, direct deposit into an account at the Bank or by other means made available by Paying Agent or the Bank. 10.4. No interest on the Merger Consideration issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates . 10.5. If the Closing Payment is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such issuance shall pay to the Paying Agent any required transfer or other taxes or establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. 10.6. After the Closing, there shall be no further registration or transfers on the records of WBI of outstanding certificates formerly representing shares of WBI Common Stock and, if a certificate formerly representing such shares is presented to WBI or BOKF, it shall be forwarded to the Paying Agent for cancellation and exchange for the Merger Consideration. 10.7. All Merger Consideration paid upon the surrender of WBI Common Stock in accordance with the above terms and conditions shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of WBI Common. 10.8. In the event any certificate for WBI Common shall have been lost, stolen, or destroyed, the Paying Agent shall issue in exchange for such lost, stolen, or destroyed certificate, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that BOKF may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate to deliver an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to BOKF. 10.9. At any time following thirteen (13) months after the Closing, BOKF shall be entitled to terminate the Paying Agent relationship and thereafter holders of Certificates shall be entitled to look only to BOKF (subject to abandoned property, escheat, or other similar laws) with respect to the Merger Consideration payable upon surrender of their Certificates or upon due exercise of any Stock Options.

Surrender of Certificates; Paying Agent. 10.1. Computershare, or other entity mutually satisfactory to WBI and BOKF, shall act as (a) In accordance with the paying agent agreement to be dated as of the Closing Date and substantially in the Merger form attached as Exhibit C (the "“Paying Agent"Agent Agreement”). 10.2. Promptly following the WBI shareholder's approval of the Merger, the Paying Agent shall mail, without any further action on will act as the part of BOKF or WBI, Shareholders’ Representative’s agent in delivering to each record holder Shareholder its respective Closing Stock Payment in return for the certificates which, prior to the Effective Time, represented shares of certificates representing WBI Common Stock (the "Certificates"), addressed to the most current address of such shareholder according to the records of WBI, a letter of transmittal (and instructionsother than Dissenting Shares) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each such letter (the "Merger Transmittal Letters") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper receipt of the Certificates by the Paying Agent and shall be in such form and have such other provisions as BOKF may reasonably specify. The Paying Agent shall hold all Certificates it receives prior to Closing in escrow for the benefit of the WBI Shareholders until the Closing. 10.3. At the Closing BOKF shall cause WBI, as the surviving corporation, to furnish the Paying Agent cash sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to all WBI Shareholders on a pro rata basis in accordance with each WBI shareholder's respective common stock ownership in WBI (each, a "Closing Payment"“Certificate”), excluding, however, those shareholders who have perfected their right as well as any amounts owed to dissent such Shareholders pursuant to the MergerSection 1.08. The Paying Agent Company shall deliver Closing Payments to those WBI shareholders at Closing who have properly tendered Certificates prior to Closing as directed by pay the transmittal letter. Certificates transmitted after Closing shall be promptly paid by fees incurred under the Paying Agent Agreement as a Transaction Expense. At or after the Effective Time, upon surrender of Certificates and delivery by a Shareholder of a duly executed letter of transmittal substantially in the form of Exhibit D (subject the “Letter of Transmittal”) to the Paying Agent, (i) the Paying Agent will pay each such Shareholder the Closing Stock Payment to which such Shareholder is entitled under Section 10.9 below)1.05(b) and (ii) each Shareholder will be irrevocably entitled to receive the portion of any amount payable under Section 1.08 with respect to the shares Common Stock held by such Shareholder immediately prior to the Effective Time. Delivery The Merger Consideration payable to a Shareholder will be made by wire transfer of Closing Payments, both before and after Closing, shall be made, at the discretion of WBI shareholders, either by check, direct deposit into immediately available funds to an account at designated in writing by such Shareholder in the Bank or Letter of Transmittal, unless, to the extent permitted by other means made available the Letter of Transmittal, alternative arrangements are specified by Paying Agent or such holder in the Bank. 10.4Letter of Transmittal. No interest on Each such Shareholder that makes the Merger Consideration issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates . 10.5. If the Closing Payment is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such issuance shall pay deliveries to the Paying Agent any required transfer or other taxes or establish to by this Agreement, the satisfaction Letter of Transmittal and the Paying Agent that such tax has been Agreement prior to the Closing Date will be paid his, her or is not applicable. 10.6. After the Closing, there shall be no further registration or transfers its Closing Stock Payment on the records of WBI of outstanding certificates formerly representing shares of WBI Common Stock and, if a certificate formerly representing same Business Day as the Effective Time. Each such shares is presented to WBI or BOKF, it shall be forwarded Shareholder that makes the deliveries to the Paying Agent for cancellation required by this Agreement, the Letter of Transmittal and exchange for the Merger ConsiderationPaying Agent Agreement thereafter will be paid his, her or its Closing Stock Payment as soon as possible after delivery thereof is made (but in any event no later than three (3) Business Days after the date such delivery thereof is made). 10.7. All Merger Consideration paid upon the surrender of WBI Common Stock in accordance with the above terms and conditions shall be deemed (b) If any Certificate has been or is claimed to have been paid in full satisfaction of all rights pertaining to such shares of WBI Common. 10.8. In the event any certificate for WBI Common shall have been lost, stolen, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming that a Certificate has been lost, stolen or destroyed (in form and substance reasonably satisfactory to the Paying Agent) and, if required by the Paying Agent, the delivery of such indemnity by such Person as is reasonably satisfactory to the Paying Agent, the Paying Agent shall issue will deliver to such Person in exchange for such lost, stolen, stolen or destroyed certificate, such Certificate or instrument representing shares of Common Stock the proper amount of the Merger Consideration as may be required pursuant to this Agreement; providedwhich they are entitled hereunder, however, that BOKF may, in its discretion and as a condition precedent subject to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate to deliver an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to BOKFother deliveries required by this Section 1.07. 10.9. (c) At any time following thirteen that is more than one (131) months year after the ClosingEffective Time, BOKF shall be entitled to terminate Buyer may cause the Paying Agent relationship to pay over to the Surviving Corporation any portion of the Merger Consideration (including any earnings thereon) that had been delivered to the Paying Agent and thereafter holders that has not been disbursed to Shareholders as of Certificates shall such time (other than any amounts then subject to dispute). After the Paying Agent makes such payments to the Surviving Corporation, all former Shareholders will be entitled to look only to BOKF the Surviving Corporation (subject to any applicable abandoned property, escheat, or escheat and other similar lawsLaws) as general creditors thereof with respect to the Merger Consideration cash payable upon surrender of their Certificates pursuant to this Agreement, and the Paying Agent will have no further obligation under this Section 1.07 in its capacity as such. None of the Surviving Corporation, Buyer, Merger Sub, the Shareholders’ Representative or upon due exercise the Paying Agent will be liable to any Person in respect of amounts paid to a public official to the extent required under any applicable abandoned property, escheat or similar Law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and no further registration of transfers of shares shall thereafter be made on the books and records of the Company. If, after the Effective Time, Certificates representing shares of Common Stock Optionsare presented to the Surviving Corporation or the Paying Agent, they will be cancelled and exchanged as provided in this Section 1.07.

Surrender of Certificates; Paying Agent. 10.1. Computershare, or other entity mutually satisfactory to WBI and BOKF, shall act as (a) In accordance with the paying agent agreement to be dated as of the Closing Date and substantially in the Merger form attached as Exhibit D (the "“Paying Agent"Agent Agreement”). 10.2. Promptly following the WBI shareholder's approval of the Merger, the Paying Agent shall mail, without any further action on will act as the part of BOKF or WBI, Buyer’s agent in delivering to each record holder Stockholder its respective Closing Stock Payment in return for the Certificates which, prior to the Effective Time, represented shares of certificates representing WBI Common Stock (the "Certificates"other than shares of Common Stock cancelled pursuant to Section 1.04(c) and Dissenting Shares), addressed as well as any amounts owed to such Stockholders pursuant to Section 1.08. At or after the most current address Effective Time, upon surrender of such shareholder according to the records Certificates and delivery by a Stockholder of WBI, a duly executed letter of transmittal substantially in the form of Exhibit E (the “Letter of Transmittal”) to the Paying Agent, (i) the Paying Agent will pay each such Stockholder the Closing Stock Payment to which such Stockholder is entitled under Section 1.05 and instructions(ii) for use each Stockholder will be irrevocably entitled to receive the portion of any amount payable under Section 1.08 with respect to the shares of Common Stock held by such Stockholder immediately prior to the Effective Time. The Stock Consideration payable to a Stockholder will be made by wire transfer of immediately available funds to an account designated in effecting writing by such Stockholder in the surrender Letter of Transmittal, unless, to the Certificates extent permitted by the Letter of Transmittal, alternative arrangements are specified by such holder in exchange for the Merger ConsiderationLetter of Transmittal. Each such letter (Stockholder that makes the "Merger Transmittal Letters") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper receipt of the Certificates by the Paying Agent and shall be in such form and have such other provisions as BOKF may reasonably specify. The Paying Agent shall hold all Certificates it receives prior to Closing in escrow for the benefit of the WBI Shareholders until the Closing. 10.3. At the Closing BOKF shall cause WBI, as the surviving corporation, to furnish the Paying Agent cash sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to all WBI Shareholders on a pro rata basis in accordance with each WBI shareholder's respective common stock ownership in WBI (each, a "Closing Payment"), excluding, however, those shareholders who have perfected their right to dissent to the Merger. The Paying Agent shall deliver Closing Payments to those WBI shareholders at Closing who have properly tendered Certificates prior to Closing as directed by the transmittal letter. Certificates transmitted after Closing shall be promptly paid by the Paying Agent (subject to Section 10.9 below). Delivery of Closing Payments, both before and after Closing, shall be made, at the discretion of WBI shareholders, either by check, direct deposit into an account at the Bank or by other means made available by Paying Agent or the Bank. 10.4. No interest on the Merger Consideration issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates . 10.5. If the Closing Payment is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such issuance shall pay deliveries to the Paying Agent any required transfer or other taxes or establish to by this Agreement, the satisfaction Letter of Transmittal and the Paying Agent that such tax has been Agreement prior to the Closing Date will be paid his, her or is not applicable. 10.6. After the Closing, there shall be no further registration or transfers its Closing Stock Payment on the records of WBI of outstanding certificates formerly representing shares of WBI Common Stock and, if a certificate formerly representing same Business Day as the Effective Time. Each such shares is presented to WBI or BOKF, it shall be forwarded Stockholder that makes the deliveries to the Paying Agent for cancellation required by this Agreement, the Letter of Transmittal and exchange for the Merger ConsiderationPaying Agent Agreement thereafter will be paid his, her or its Closing Stock Payment as soon as possible after delivery thereof is made (but in any event no later than two (2) Business Days after the date such delivery thereof is made). 10.7. All Merger Consideration paid upon the surrender of WBI Common Stock in accordance with the above terms and conditions shall be deemed (b) If any Certificate has been or is claimed to have been paid in full satisfaction of all rights pertaining to such shares of WBI Common. 10.8. In the event any certificate for WBI Common shall have been lost, stolen, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming that a Certificate has been lost, stolen or destroyed (in form and substance reasonably satisfactory to the Paying Agent) and, if required by the Paying Agent, the delivery of such indemnity by such Person as is reasonably satisfactory to the Paying Agent, the Paying Agent shall issue will deliver to such Person in exchange for such lost, stolen, stolen or destroyed certificateCertificate or instrument representing shares of Common Stock the proper amount of the Stock Consideration to which they are entitled hereunder, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that BOKF may, in its discretion and as a condition precedent subject to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate to deliver an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to BOKFother deliveries required by this Section 1.07. 10.9. (c) At any time following thirteen that is more than one (131) months year after the ClosingEffective Time, BOKF shall be entitled to terminate Buyer may cause the Paying Agent relationship to pay over to the Surviving Corporation any portion of the Stock Consideration (including any earnings thereon) that had been delivered to the Paying Agent and thereafter holders that has not been disbursed to Stockholders as of Certificates shall such time (other than any amounts then subject to dispute). After the Paying Agent makes such payments to the Surviving Corporation, all former Stockholders will be entitled to look only to BOKF the Surviving Corporation (subject to any applicable abandoned property, escheat, or escheat and other similar lawsLaws) as general creditors thereof with respect to the Merger Consideration cash payable upon surrender of their Certificates pursuant to this Agreement, and the Paying Agent will have no further obligation under this Section 1.07 in its capacity as such. None of the Surviving Corporation, Buyer, Merger Sub, the Representative or upon due exercise the Paying Agent will be liable to any Person in respect of amounts paid to a public official to the extent required under any applicable abandoned property, escheat or similar Law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and no further registration of transfers of shares shall thereafter be made on the books and records of the Company. If, after the Effective Time, Certificates representing shares of Common Stock Optionsare presented to the Surviving Corporation or the Paying Agent, they will be cancelled and exchanged as provided in this Section 1.07.

Surrender of Certificates; Paying Agent. 10.1. Computershare, or other entity mutually satisfactory to WBI and BOKF, shall act as (a) In accordance with the paying agent agreement to be dated as of the Closing Date and substantially in the Merger form attached as Exhibit D (the "“Paying Agent"Agent Agreement”). 10.2. Promptly following the WBI shareholder's approval of the Merger, the Paying Agent shall mail, without any further action on will act as the part of BOKF or WBI, Representative’s agent in delivering to each record holder Stockholder its respective Closing Stock Payment in return for the Certificates which, prior to the Effective Time, represented shares of certificates representing WBI Preferred Stock or Common Stock (the "Certificates"other than shares of Preferred Stock or Common Stock cancelled pursuant to Section 1.04(c) or Section 1.04(e) and Dissenting Shares), addressed as well as any amounts owed to such Stockholders pursuant to Section 1.08. At or after the most current address Effective Time, upon surrender of such shareholder according to the records Certificates and delivery by a Stockholder of WBI, a duly executed letter of transmittal substantially in the form of Exhibit E (the “Letter of Transmittal”) to the Paying Agent, (i) the Paying Agent will pay each such Stockholder the Closing Stock Payment to which such Stockholder is entitled under Section 1.05 and instructions(ii) for use each Stockholder will be irrevocably entitled to receive the portion of any amount payable under Section 1.08 with respect to the shares of Preferred Stock and/or Common Stock held by such Stockholder immediately prior to the Effective Time. The Merger Consideration payable to a Stockholder will be made by wire transfer of immediately available funds to an account designated in effecting writing by such Stockholder in the surrender Letter of Transmittal, unless, to the Certificates extent permitted by the Letter of Transmittal, alternative arrangements are specified by such holder in exchange for the Merger ConsiderationLetter of Transmittal. Each such letter (Stockholder that makes the "Merger Transmittal Letters") shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper receipt of the Certificates by the Paying Agent and shall be in such form and have such other provisions as BOKF may reasonably specify. The Paying Agent shall hold all Certificates it receives prior to Closing in escrow for the benefit of the WBI Shareholders until the Closing. 10.3. At the Closing BOKF shall cause WBI, as the surviving corporation, to furnish the Paying Agent cash sufficient in the aggregate for the Paying Agent to make full payment of the Merger Consideration to all WBI Shareholders on a pro rata basis in accordance with each WBI shareholder's respective common stock ownership in WBI (each, a "Closing Payment"), excluding, however, those shareholders who have perfected their right to dissent to the Merger. The Paying Agent shall deliver Closing Payments to those WBI shareholders at Closing who have properly tendered Certificates prior to Closing as directed by the transmittal letter. Certificates transmitted after Closing shall be promptly paid by the Paying Agent (subject to Section 10.9 below). Delivery of Closing Payments, both before and after Closing, shall be made, at the discretion of WBI shareholders, either by check, direct deposit into an account at the Bank or by other means made available by Paying Agent or the Bank. 10.4. No interest on the Merger Consideration issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates . 10.5. If the Closing Payment is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such issuance shall pay deliveries to the Paying Agent any required transfer or other taxes or establish to by this Agreement, the satisfaction Letter of Transmittal and the Paying Agent that such tax has been Agreement prior to the Closing Date will be paid his, her or is not applicable. 10.6. After the Closing, there shall be no further registration or transfers its Closing Stock Payment on the records of WBI of outstanding certificates formerly representing shares of WBI Common Stock and, if a certificate formerly representing same Business Day as the Effective Time. Each such shares is presented to WBI or BOKF, it shall be forwarded Stockholder that makes the deliveries to the Paying Agent for cancellation required by this Agreement, the Letter of Transmittal and exchange for the Merger ConsiderationPaying Agent Agreement thereafter will be paid his, her or its Closing Stock Payment as soon as possible after delivery thereof is made (but in any event no later than two (2) Business Days after the date such delivery thereof is made). 10.7. All Merger Consideration paid upon the surrender of WBI Common Stock in accordance with the above terms and conditions shall be deemed (b) If any Certificate has been or is claimed to have been paid in full satisfaction of all rights pertaining to such shares of WBI Common. 10.8. In the event any certificate for WBI Common shall have been lost, stolen, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming that a Certificate has been lost, stolen or destroyed (in form and substance reasonably satisfactory to the Paying Agent) and, if required by the Paying Agent, the delivery of such indemnity by such Person as is reasonably satisfactory to the Paying Agent, the Paying Agent shall issue will deliver to such Person in exchange for such lost, stolen, stolen or destroyed certificate, such Certificate or instrument representing shares of Preferred Stock or Common Stock the proper amount of the Merger Consideration as may be required pursuant to this Agreement; providedwhich they are entitled hereunder, however, that BOKF may, in its discretion and as a condition precedent subject to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate to deliver an affidavit of lost certificate and indemnification agreement in form reasonably acceptable to BOKFother deliveries required by this Section 1.07. 10.9. (c) At any time following thirteen that is more than one (131) months year after the ClosingEffective Time, BOKF shall be entitled to terminate Buyer may cause the Paying Agent relationship to pay over to the Surviving Corporation any portion of the Merger Consideration (including any earnings thereon) that had been delivered to the Paying Agent and thereafter holders that has not been disbursed to Stockholders as of Certificates shall such time (other than any amounts then subject to dispute). After the Paying Agent makes such payments to the Surviving Corporation, all former Stockholders will be entitled to look only to BOKF the Surviving Corporation (subject to any applicable abandoned property, escheat, or escheat and other similar lawsLaws) as general creditors thereof with respect to the Merger Consideration cash payable upon surrender of their Certificates pursuant to this Agreement, and the Paying Agent will have no further obligation under this Section 1.07 in its capacity as such. None of the Surviving Corporation, Buyer, Merger Sub, the Representative or upon due exercise the Paying Agent will be liable to any Person in respect of amounts paid to a public official to the extent required under any applicable abandoned property, escheat or similar Law. (d) At the Effective Time, the stock transfer books of the Company shall be closed and no further registration of transfers of shares shall thereafter be made on the Books and Records of the Company. If, after the Effective Time, Certificates representing shares of Preferred Stock Optionsor Common Stock are presented to the Surviving Corporation or the Paying Agent, they will be cancelled and exchanged as provided in this Section 1.07.