Common use of Surrender of Certificates; Payment Clause in Contracts

Surrender of Certificates; Payment. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Paying Agent or receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request with respect to Book-Entry Shares, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, to be mailed or delivered by wire transfer, as elected by the surrendering holder, within two (2) Business Days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request with respect to Book-Entry Shares, together with the letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall be paid or accrued for the benefit of the holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a person other than the registered holder of the Company Common Shares formerly represented by the Certificates or Book-Entry Shares surrendered in exchange therefor, it shall be a condition to such payment that the Certificates or Book-Entry Shares so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any applicable stock transfer taxes required as a result of such payment to a person other than the registered holder of such shares or establish to the reasonable satisfaction of the Paying Agent that such stock transfer taxes have been paid or are not payable.

Surrender of Certificates; Payment. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent or receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request with respect to Book-Entry SharesAgent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, to be mailed mailed, made available for collection by hand or delivered by wire transfer, as elected by the surrendering holder, within two (2) Business Days following the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request with respect to Book-Entry Shares, together with the letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsShare, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall be paid or accrued for the benefit of the holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a person other than the registered holder of the Company Common Shares formerly represented by the Certificates or Book-Entry Shares surrendered in exchange therefor, it shall be a condition to such payment that the Certificates or Book-Entry Shares so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any applicable stock transfer taxes required as a result of such payment to a person other than the registered holder of such shares or establish to the reasonable satisfaction of the Paying Agent that such stock transfer taxes have been paid or are not payable.

Surrender of Certificates; Payment. Upon surrender (a) As soon as practicable after the date on which the shareholders of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Paying Agent or receipt by Company approve this Agreement and the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request with respect to Book-Entry Shares, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsMerger, the holder of such Certificate or Book-Entry Share Company shall take all actions as shall be entitled necessary to receive in exchange therefor obtain the Merger Consideration for each share certificate or certificates representing outstanding shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share, (the "Certificates") from the shareholders of the Company. The parties hereto agree to be mailed or delivered by wire transfer, appoint State Financial Bank as elected by paying agent (the surrendering holder, within two (2) Business Days following the later to occur of (i) the Effective Time or (ii) the "Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request with respect to Book-Entry Shares, together with the letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share so surrendered shall be forthwith cancelled"). The Paying Agent shall accept such agree to receive the Certificates and to pay appropriate amounts to the shareholders of the Company pursuant to a Paying Agent Agreement acceptable to each of the parties (the "Paying Agent Agreement"). (b) Immediately prior to the Effective Time (and in all events prior to the filing of the Articles of Merger with the Secretary of State of the State of Illinois), Acquiror shall deposit, or affidavits cause to be deposited, with the Paying Agent, in trust for the shareholders of loss the Company, immediately available funds in lieu thereof) an amount sufficient to pay the Cash Price Per Share in respect of all shares of Company Common Stock which may be converted pursuant to this Article II (subject to deposit of the Voluntary Termination Escrow Amount with the escrow agent as described in Section 2.01). All deposits with Paying Agent pursuant to this Section 2.04 are referred to as the "Cash Price Per Share Fund." The Cash Price Per Share Fund shall not be used for any purpose except as expressly provided in this Agreement or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose Agreement. (c) As promptly as practicable after the Effective Time, Acquiror shall cause the Paying Agent to effect deliver to each holder of Company Common Stock who has surrendered to the Paying Agent such holder's Certificate or Certificates cash in an orderly exchange thereof in accordance with customary exchange practices. No interest shall be paid or accrued for amount equal to the benefit product of the holders Cash Price Per Share and the number of shares of Company Common Stock represented by the Certificate of Certificates or Book-Entry Shares on so surrendered (subject to amounts held in escrow pursuant to the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. Escrow Agreement as described in Section 2.01). (d) If payment of the Merger Consideration any cash is to be made paid to a person other than the registered holder of the Company Common Shares formerly represented by the Certificates or Book-Entry Shares surrendered in exchange thereforperson whose name appears on any Certificate surrendered, it shall be a condition to such of the payment thereof that the Certificates or Book-Entry Shares Certificate so surrendered shall be properly endorsed or endorsed, accompanied by all documents required to evidence and effect such transfer and otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent Company any applicable stock transfer or other taxes required as a result by reason of such payment to a person other than the registered holder of such shares the Certificate surrendered, or otherwise required, or shall establish to the reasonable satisfaction of the Paying Agent Company that such stock transfer taxes have tax has been paid or are is not payable.