Common use of Surrender Procedures Clause in Contracts

Surrender Procedures. Each holder of a certificate or certificates representing any shares of Company Common Stock cancelled in the Merger, which immediately before the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), and whose shares were converted pursuant to Section 2.1(a), may thereafter surrender the Certificate or Certificates to the Exchange Agent to effect the surrender of the Certificate or Certificates on the holder's behalf for a period ending 180 days after the Effective Time. Parent agrees that promptly after the Effective Time it will cause to be distributed to record holders of shares of Company Common Stock as of the Effective Time appropriate materials to facilitate the surrender, including (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Exchange Agent and will be in a form and have other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Cash Consideration. Upon the surrender of Certificates, together with a letter of transmittal duly executed and other documents as may be reasonably required by the Exchange Agent, Parent will cause the Exchange Agent to pay to each holder of a Certificate in exchange therefor cash in an amount equal to the Per Share Cash Consideration multiplied by the number of shares represented by the Certificate. Until surrendered, each Certificate (other than Certificates representing shares held by Parent) will represent solely the right to receive the aggregate Per Share Cash Consideration relating to the Certificate.

Appears in 1 contract

Samples: Merger Agreement (Foremost Corp of America)

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Surrender Procedures. Each holder of a certificate or certificates representing any shares of Company Common Stock cancelled in the Merger, which immediately before As soon as reasonably practicable after the Effective Time represented outstanding shares of Company Common Stock (the "Certificates")Time, and whose shares were converted pursuant to Section 2.1(a), may thereafter surrender the Certificate or Certificates to Park shall cause the Exchange Agent to effect the surrender mail to each holder of the Certificate or Certificates on the holder's behalf for a period ending 180 days after record of First Federal Shares immediately prior to the Effective Time. Parent agrees that promptly after the Effective Time it will cause to be distributed to record holders of shares of Company Common Stock as of the Effective Time appropriate materials to facilitate the surrender, including (i) a letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the First Federal Certificates will shall pass, only upon delivery of the such First Federal Certificates to the Exchange Agent Agent, and will which shall be in a such form and have such other provisions as Parent Park may reasonably specify) and (ii) instructions for use in effecting the surrender of the First Federal Certificates in exchange for the Per Share Cash ConsiderationAmount. Upon surrender by such holder of a First Federal Certificate or Certificates evidencing all First Federal Shares standing in such holder's name for cancellation to the surrender of Certificates, Exchange Agent together with a such letter of transmittal transmittal, duly executed executed, the holder of such First Federal Certificate or Certificates shall be entitled to receive in exchange therefor the Cash Amount by a check, which such holder has the right to receive in respect of the First Federal Certificate or Certificates surrendered pursuant to the provisions of this Article Two (after taking into account all First Federal Shares then held by such holder), and other documents as may the First Federal Certificate or Certificates so surrendered shall forthwith be reasonably required by the Exchange Agent, Parent will canceled. Park shall cause the Exchange Agent to pay to each holder mail the exchange check by U.S. mail, postage prepaid, within seven days following receipt of all required documentation. In the event of a transfer of ownership of First Federal Shares which is not registered in the transfer records of First Federal, a check in respect of the Cash Amount may be issued to a transferee if the First Federal Certificate in exchange therefor cash in an amount equal representing such First Federal Shares is presented to the Per Share Cash Consideration multiplied Exchange Agent, accompanied by the number of shares represented all documents required to evidence and effect such transfer and by the Certificateevidence that any applicable share transfer taxes have been paid. Until surrenderedsurrendered as contemplated by this Section 2.02, each First Federal Certificate shall be deemed at any time after the Effective Time for all corporate purposes (other than Certificates representing shares held by Parentexcept as provided in Section 2.02(c)) will to represent solely only the right to receive upon such surrender the aggregate Per Share Cash Consideration relating to the CertificateAmount as contemplated by this Section 2.02, without interest.

Appears in 1 contract

Samples: Merger Agreement (First Federal Bancorp Inc/Oh/)

Surrender Procedures. Each holder of a certificate or certificates representing any shares of Company Common Stock cancelled in the Merger, which immediately before As soon as reasonably practicable after the Effective Time represented outstanding shares of Company Common Stock (the "Certificates")Time, and whose shares were converted pursuant to Section 2.1(a), may thereafter surrender the Certificate or Certificates to Rurban shall cause the Exchange Agent to effect the surrender mail to each holder of the record of a NBM Certificate or Certificates on the holder's behalf for a period ending 180 days after the Effective Time. Parent agrees that promptly after which immediately prior to the Effective Time it will cause to be distributed to record holders of shares of Company Common Stock as of the Effective Time appropriate materials to facilitate the surrender, including evidenced NBM Shares: (i) a letter of transmittal (transmittal, which will shall specify that delivery will shall be effected, and risk of loss and title to the NBM Certificates will shall pass, only upon delivery of the such NBM Certificates to the Exchange Agent Agent, and will which shall be in a such form and have such other provisions as Parent Rurban may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the NBM Certificates in exchange for the Per Share Cash ConsiderationAmount. Upon surrender by such holder of a NBM Certificate or Certificates evidencing NBM Shares standing in such holder’s name for cancellation to the surrender of Certificates, Exchange Agent together with a such letter of transmittal transmittal, duly executed executed, the holder of such NBM Certificate or Certificates shall be entitled to receive in exchange therefor the Cash Amount by check, which such holder has the right to receive in respect of the NBM Certificate or Certificates surrendered pursuant to the provisions of this Article Two, and other documents as the NBM Certificate or Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of NBM Shares which is not registered in the transfer records of NBM, a check in respect of the Cash Amount may be reasonably required by issued to a transferee if the NBM Certificate representing such NBM Shares is presented to the Exchange Agent, Parent will cause the Exchange Agent accompanied by all documents required to pay to each holder of a Certificate in exchange therefor cash in an amount equal to the Per Share Cash Consideration multiplied evidence and effect such transfer and by the number of shares represented by the Certificateevidence that any applicable share transfer taxes have been paid. Until surrenderedsurrendered as contemplated by this Section 2.02, each NBM Certificate shall be deemed at any time after the Effective Time for all corporate purposes (other than Certificates representing shares held by Parentexcept as provided in Section 2.02(c)) will to represent solely only the right to receive upon such surrender the aggregate Per Share Cash Consideration relating to the CertificateAmount as contemplated by this Section 2.02, without interest.

Appears in 1 contract

Samples: Merger Agreement (Rurban Financial Corp)

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Surrender Procedures. Each holder of a certificate or certificates representing any shares of Company Common Stock cancelled in the Merger, which immediately before the Effective Time represented outstanding shares of Company Common Stock Within seven (the "Certificates"), and whose shares were converted pursuant to Section 2.1(a), may thereafter surrender the Certificate or Certificates to the Exchange Agent to effect the surrender of the Certificate or Certificates on the holder's behalf for a period ending 180 7) days after the Effective Time. Parent agrees that promptly after , Second shall cause the Exchange Agent to mail to each holder of record of Commerce Shares immediately prior to the Effective Time it will cause to be distributed to record holders of shares of Company Common Stock as of the Effective Time appropriate materials to facilitate the surrenderTime, including (i) a letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Commerce Certificates will shall pass, only upon delivery of the such Commerce Certificates to the Exchange Agent Agent, and will which shall be in a such form and have such other provisions as Parent Second may reasonably specify) and (ii) instructions for use in effecting the surrender of the Commerce Certificates in exchange for the Per Share Cash ConsiderationAmount. Upon surrender by such holder of a Commerce Certificate or Certificates evidencing all Commerce Shares standing in such holder's name for cancellation to the surrender of Certificates, Exchange Agent together with a such letter of transmittal transmittal, duly executed executed, the holder of such Commerce Certificate or Certificates shall be entitled to receive in exchange therefor the Cash Amount by a check, which such holder has the right to receive in respect of the Commerce Certificate or Certificates surrendered pursuant to the provisions of this Article Two (after taking into account all Commerce Shares then held by such holder), and other documents as may the Commerce Certificate or Certificates so surrendered shall forthwith be reasonably required by the Exchange Agent, Parent will canceled. Second shall cause the Exchange Agent to pay to each holder mail the exchange check by U.S. mail, postage prepaid, within seven (7) days following receipt of all required documentation. In the event of a transfer of ownership of Commerce Shares which is not registered in the transfer records of Commerce, a check in respect of the Cash Amount, may be issued to a transferee if the Commerce Certificate in exchange therefor cash in an amount equal representing such Commerce Shares is presented to the Per Share Cash Consideration multiplied Exchange Agent, accompanied by the number of shares represented all documents required to evidence and effect such transfer and by the Certificateevidence that any applicable share transfer taxes have been paid. Until surrendered, each Certificate (other than Certificates representing shares held by Parent) will represent solely the right to receive the aggregate Per Share Cash Consideration relating to the Certificate.

Appears in 1 contract

Samples: Merger Agreement (Second Bancorp Inc)

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