Common use of Transmittal and Deliveries Clause in Contracts

Transmittal and Deliveries. As promptly as practicable after the Effective Date, COFI shall send or cause to be sent to each former holder of record of shares of St. Paul Xxxmon Stock immediately prior to the Effective Time transmittal materials (which shall specify that risk of loss and title to Old Certificates shall pass only upon acceptance of such Old Certificates by COFI or the Exchange Agent) for use in exchanging such stockholder's Old Certificates for the consideration set forth in this Article III. COFI shall cause the New Certificates or uncertificated shares of COFI Common Stock registered on the stock transfer books of COFI ("Registered Shares") into which shares of a stockholder's St. Paul Xxxmon Stock are converted on the Effective Date and/or any check in respect of any fractional share interest or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Exchange Agent of Old Certificates representing such shares of St. Paul Xxxmon Stock (or indemnity reasonably satisfactory to COFI and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in lieu of a fractional share interest or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. Old Certificates surrendered for exchange by any person identified by St. Paul xxxsuant to Section 6.07 as a St. Paul Xxxiliate shall not be exchanged for New Certificates or Registered Shares representing COFI Common Stock until COFI has received a written agreement from such person as specified in Section 6.07. COFI and the Exchange Agent shall be entitled to rely upon the stock transfer books of St. Paul xx establish the identity of those persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, COFI or the Exchange Agent shall be entitled to deposit any consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Transmittal and Deliveries. As promptly as practicable after the Effective Date, COFI shall send but not later than five (5) business days thereafter with respect to First SecurityFed stockholders (i) whose addresses have been furnished to MB or cause to be sent to each former holder of record of shares of St. Paul Xxxmon Stock immediately the Exchange Agent on or prior to the Effective Time Date and (ii) who did not surrender or improperly surrendered their First SecurityFed Share Certificates to the Exchange Agent by the Election Deadline, MB shall cause the Exchange Agent to send to each such stockholder transmittal materials (which shall specify that risk of loss and title to Old First SecurityFed Share Certificates shall pass only upon acceptance of such Old First SecurityFed Share Certificates by COFI MB or the Exchange Agent) for use in exchanging such stockholder's Old First SecurityFed Share Certificates for the consideration set forth in this Article IIIStock Distribution and/or the Cash Distribution, whichever is applicable. COFI shall cause the New Certificates or uncertificated shares of COFI Common Stock registered on the stock transfer books of COFI ("Registered Shares") into which shares of a stockholder's St. Paul Xxxmon Stock are converted on the Effective Date and/or any check in respect of any fractional share interest or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon Upon proper delivery to the Exchange Agent of Old First SecurityFed Share Certificates representing such shares of St. Paul Xxxmon First SecurityFed Common Stock (or indemnity reasonably satisfactory to COFI MB and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder, the Exchange Agent shall promptly deliver to such stockholder the Stock Distribution and/or Cash Distribution applicable thereto, and if appropriate, a check for any cash in lieu of a fractional share interest. No interest will be paid on with respect to any such cash to be paid in lieu of a fractional share interest or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such deliverythe foregoing. Old First SecurityFed Share Certificates surrendered for exchange by any person Person identified by St. Paul xxxsuant First SecurityFed pursuant to Section 6.07 7.07 as a St. Paul Xxxiliate First SecurityFed Affiliate shall not be exchanged for New Certificates or Registered Shares representing COFI Common the Stock Distribution until COFI MB has received a written agreement from such person Person as specified in Section 6.077.07. COFI MB and the Exchange Agent shall be entitled to rely upon the stock transfer books of St. Paul xx First SecurityFed to establish the identity of those persons Persons entitled to receive the consideration specified in pursuant to this AgreementArticle III, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old First SecurityFed Share Certificate, COFI MB or the Exchange Agent shall be entitled to deposit any consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Transmittal and Deliveries. As promptly as practicable after the Effective Date, COFI shall send or cause to be sent to each former holder of record of shares of St. Paul Xxxmon ALBANK Common Stock immediately prior to the Effective Time transmittal materials (which shall specify that risk of loss and title to Old Certificates shall pass only upon acceptance of such Old Certificates by COFI or the Exchange Agent) for use in exchanging such stockholder's Old Certificates for the consideration set forth in this Article III. COFI shall cause the New Certificates or uncertificated shares of COFI Common Stock registered on the stock transfer books of COFI ("Registered Shares") into which shares of a stockholder's St. Paul Xxxmon ALBANK Common Stock are converted on the Effective Date and/or any check in respect of any fractional share interest interests or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Exchange Agent of Old Certificates representing such shares of St. Paul Xxxmon ALBANK Common Stock (or indemnity reasonably satisfactory to COFI and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in lieu of a fractional share interest interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. Old Certificates surrendered for exchange by any person identified by St. Paul xxxsuant ALBANK pursuant to Section 6.07 as a St. Paul Xxxiliate an ALBANK Affiliate shall not be exchanged for New Certificates or Registered Shares representing COFI Common Stock until COFI has received a written agreement from such person as specified in Section 6.07. COFI and the Exchange Agent shall be entitled to rely upon the stock transfer books of St. Paul xx ALBANK to establish the identity of those persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, COFI or the Exchange Agent shall be entitled to deposit any consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Transmittal and Deliveries. As promptly soon as practicable after the Effective Date (but in no event later than 15 days following the Effective Date), COFI shall Bingxxx xxxll send or cause to be sent to each former holder of record of shares of St. Paul Xxxmon Bank Common Stock immediately prior to before the Effective Time transmittal materials (which shall specify that risk of loss and title to Old Certificates shall pass only upon acceptance of such those Old Certificates by COFI or Bingxxx xx the Exchange Agent) for use in exchanging such stockholderthe shareholder's Old Certificates for the consideration set forth in this Article IIIMerger Consideration. COFI shall Bingxxx xxxl cause the New Certificates or uncertificated shares of COFI Common Bingxxx Xxxmon Stock registered on the stock transfer books of COFI Bingxxx ("Registered Xegistered Shares") into which shares of a stockholdershareholder's St. Paul Xxxmon Bank Common Stock are converted on the Effective Date and/or or any check in respect of any fractional share interest or dividends or distributions which such that person shall be is entitled to receive to be delivered to such stockholder that shareholder upon delivery to the Exchange Agent of Old Certificates representing such the shares of St. Paul Xxxmon Bank Common Stock (or indemnity reasonably satisfactory to COFI and Bingxxx xxx the Exchange Agent, if any of such the certificates are lost, stolen or destroyed) owned by such stockholderthat shareholder. No interest will be paid on any such cash to be paid in lieu of a fractional share interest or in respect of dividends or distributions which that any such person shall be is entitled to receive pursuant to under this Article III upon such delivery. Old Certificates surrendered for exchange by any person identified by St. Paul xxxsuant to Section 6.07 as a St. Paul Xxxiliate shall not be exchanged for New Certificates or Registered Shares representing COFI Common Stock until COFI has received a written agreement from such person as specified in Section 6.07. COFI and Bingxxx xxx the Exchange Agent shall will be entitled to rely upon the stock transfer books of St. Paul xx establish the identity of those Bank to identify persons entitled to receive the consideration specified in this AgreementMerger Consideration, which books shall be conclusive with respect theretoto establishing the identify of those persons. In the event of If a dispute arises with respect to ownership of stock represented by any Old Certificate, COFI or Bingxxx xx the Exchange Agent shall will be entitled to deposit any consideration in respect thereof of that stock in escrow with an independent third party and thereafter be relieved with respect to any claims theretoto that consideration.