Common use of Unclaimed Merger Consideration Clause in Contracts

Unclaimed Merger Consideration. Any portion of the Merger Consideration delivered to the Exchange Agent by SCB pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC for twelve (12) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving Corporation. Any former shareholders of CBC who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation for the consideration deliverable in respect of each share of CBC Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB Common Stock would otherwise escheat to any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of the Surviving Corporation (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Laws. SCB and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of Meadowbrook Common Stock and cash delivered to the Exchange Agent by SCB Meadowbrook pursuant to Section 3.02(b3.3(b) that remains unclaimed by the former shareholders of CBC ProCentury for twelve nine (129) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationMeadowbrook. Any former shareholders of CBC ProCentury who have not theretofore complied with Section 3.02(c3.3(c) shall thereafter look only to the Surviving Corporation for the consideration deliverable in respect of each share of CBC ProCentury Common Stock Share such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry for ProCentury Common Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB Meadowbrook Common Stock or cash would otherwise escheat to or become the property of any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement Party shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Laws. SCB The Surviving Corporation and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC ProCentury as of the Effective Time to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB the Surviving Corporation and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion Merger Consideration, as well as any dividends and other distributions payable or distributable with respect to shares of the Company Common Stock to be issued as Merger Consideration delivered to the Exchange Agent by SCB pursuant to Section 3.02(bConsideration, in each case that remain(s) that remains unclaimed by the former shareholders of CBC Target for twelve (12) nine months after the Effective Time (as well as any proceeds from any investment thereof) shall Time, shall, at the written request of Company, be delivered by the Exchange Agent to the Surviving Corporation. Any Company, whereupon any former shareholders shareholder of CBC Target who have has not theretofore complied with Section 3.02(c) the exchange procedures provided for in this Agreement shall thereafter look only to Surviving Corporation Company for that portion of the consideration Merger Consideration, and any other amounts, deliverable in respect of each share the shares of CBC Target Common Stock previously held by such shareholder holds immediately prior the Effective Time shareholder, as determined pursuant to this Agreement Agreement, without any interest thereon. If outstanding Certificates the Merger Consideration or Book-Entry Shares are not surrendered any other amounts issuable or payable under this Agreement in respect of any shares of Target Common Stock (or shares of Company Common Stock into which the payment for them same shall have been converted) is not claimed prior to the date on which such shares of SCB Common Stock Merger Consideration or other amounts would otherwise escheat to any a Governmental Entity, the unclaimed items such Merger Consideration or other amounts shall, to the extent permitted by abandoned property property, escheat, and any other applicable LawLaws, become the property of the Surviving Corporation Company (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest interests of any Person previously entitled to such property. Neither the Exchange Agent nor any party Party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share Target Common Stock for any consideration portion of the Merger Consideration (or any other property) properly paid or delivered to a public official or Governmental Entity pursuant to applicable abandoned property, escheat escheat, or similar Laws. SCB Company and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of CBC Target to establish the identity of those Persons entitled to receive the consideration specified in Merger Consideration (and any other amounts) issuable or payable under this Agreement, which books and records shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of Washington Federal Common Stock and cash delivered to the Exchange Agent by SCB Washington Federal pursuant to Section 3.02(b3.03(b) that remains unclaimed by the former shareholders stockholders of CBC First Mutual for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationWashington Federal. Any former shareholders stockholders of CBC First Mutual who have not theretofore complied with Section 3.02(c3.03(c) shall thereafter look only to Surviving Corporation Washington Federal for the consideration deliverable in respect of each share of CBC First Mutual Common Stock such shareholder stockholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of First Mutual Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB Washington Federal Common Stock or cash would otherwise escheat to or become the property of any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation Washington Federal (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB Washington Federal and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC First Mutual to establish the identity of those Persons persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB Washington Federal and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of PPBI Common Stock delivered to the Exchange Agent by SCB PPBI pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC HEOP for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationPPBI. Any former shareholders of CBC HEOP who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation PPBI for the consideration deliverable in respect of each share of CBC HEOP Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB PPBI Common Stock would otherwise escheat to any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation PPBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB PPBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC HEOP to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB PPBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of First Foundation Common Stock delivered to the Exchange Agent by SCB First Foundation pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC the Company for twelve (12) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationFirst Foundation. Any former shareholders of CBC the Company who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation First Foundation for the consideration deliverable in respect of each share of CBC Common Company Capital Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB First Foundation Common Stock would otherwise escheat to any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of the Surviving Corporation First Foundation (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB First Foundation and the Exchange ​ ​ Agent shall be entitled to rely upon the stock transfer books of CBC the Company to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB First Foundation and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of TriCo Common Stock delivered to the Exchange Agent by SCB TriCo pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC FNBB for twelve (12) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationTriCo. Any former shareholders of CBC FNBB who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation TriCo for the consideration deliverable in respect of each share of CBC FNBB Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB TriCo Common Stock would otherwise escheat to any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation TriCo (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB TriCo and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC FNBB to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB TriCo and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of First Place Common Stock and cash delivered to the Exchange Agent by SCB First Place pursuant to Section 3.02(b2.3(b) hereof that remains unclaimed by the former shareholders stockholders of CBC Franklin for twelve (12) nine months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationFirst Place. Any former shareholders stockholders of CBC Franklin who have not theretofore complied with Section 3.02(c2.3(c) hereof shall thereafter look only to Surviving Corporation First Place for the consideration deliverable in respect of each share of CBC Franklin Common Stock such shareholder stockholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of Franklin Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB First Place Common Stock or cash would otherwise escheat to or become the property of any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation First Place (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB First Place and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC Franklin to establish the identity of those Persons persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB First Place and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of FCBI Common Stock and cash delivered to the Exchange Agent by SCB FCBI pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC PBV for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationFCBI. Any former shareholders of CBC PBV who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation FCBI for the consideration deliverable in respect of each share of CBC PBV Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of PBV Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB FCBI Common Stock and cash would otherwise escheat to or become the property of any Governmental EntityAuthority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation FCBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity Authority pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB FCBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC PBV to establish the identity of those Persons persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB FCBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of PPBI Common Stock and cash delivered to the Exchange Agent by SCB PPBI pursuant to Section 3.02(b3.03(b) that remains unclaimed by the former shareholders of CBC SDTB for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationPPBI. Any former shareholders of CBC SDTB who have not theretofore complied with Section 3.02(c3.03(c) shall thereafter look only to Surviving Corporation PPBI for the consideration deliverable in respect of each share of CBC SDTB Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of SDTB Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB PPBI Common Stock or cash would otherwise escheat to any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation PPBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB PPBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC SDTB to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB PPBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of PPBI Common Stock and cash delivered to the Exchange Agent by SCB PPBI pursuant to Section 3.02(b3.03(b) that remains unclaimed by the former shareholders of CBC IDPK for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationPPBI. Any former shareholders of CBC IDPK who have not theretofore complied with Section 3.02(c3.03(c) shall thereafter look only to Surviving Corporation PPBI for the consideration deliverable in respect of each share of CBC IDPK Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of IDPK Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB PPBI Common Stock or cash would otherwise escheat to any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation PPBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB PPBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC IDPK to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB PPBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of FCBI Common Stock and cash delivered to the Exchange Agent by SCB FCBI pursuant to Section 3.02(b2.02(b) that remains unclaimed by the former shareholders of CBC PBV for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationFCBI. Any former shareholders of CBC PBV who have not theretofore complied with Section 3.02(c2.02(b) shall thereafter look only to Surviving Corporation FCBI for the consideration deliverable in respect of each share of CBC PBV Common Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement Plan of Merger without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of PBV Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB FCBI Common Stock and cash would otherwise escheat to or become the property of any Governmental EntityAuthority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation FCBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement Plan of Merger shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity Authority pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB FCBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC PBV to establish the identity of those Persons persons entitled to receive the consideration specified in this AgreementPlan of Merger, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB FCBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of FCBI Common Stock and cash delivered to the Exchange Agent by SCB FCBI pursuant to Section 3.02(b) that remains unclaimed by the former shareholders stockholders of CBC TCB for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationFCBI. Any former shareholders stockholders of CBC TCB who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation FCBI for the consideration deliverable in respect of each share of CBC TCB Common Stock such shareholder stockholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of TCB Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB FCBI Common Stock and cash would otherwise escheat to or become the property of any Governmental EntityAuthority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation FCBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity Authority pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB FCBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC TCB to establish the identity of those Persons persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB FCBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of FCBI Common Stock and cash delivered to the Exchange Agent by SCB FCBI pursuant to Section 3.02(b) that remains unclaimed by the former shareholders stockholders of CBC CCFC for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationFCBI. Any former shareholders stockholders of CBC CCFC who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation FCBI for the consideration deliverable in respect of each share of CBC CCFC Common Stock such shareholder stockholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of CCFC Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB FCBI Common Stock and cash would otherwise escheat to or become the property of any Governmental EntityAuthority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation FCBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity Authority pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB FCBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC CCFC to establish the identity of those Persons persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB FCBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of First Foundation Common Stock delivered to the Exchange Agent by SCB First Foundation pursuant to Section 3.02(b) that remains unclaimed by the former shareholders of CBC the Company for twelve (12) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationFirst Foundation. Any former shareholders of CBC the Company who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation First Foundation for the consideration deliverable in respect of each share of CBC Common Company Capital Stock such shareholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB First Foundation Common Stock would otherwise escheat to any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of the Surviving Corporation First Foundation (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB First Foundation and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC the Company to establish the identity of those Persons entitled to receive the ​ ​ ​ consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry Share, SCB First Foundation and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.. ​

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of Parent Common Stock and cash delivered to the Exchange Agent by SCB Parent pursuant to Section 3.02(b) that remains unclaimed by the former shareholders stockholders of CBC the Company for twelve six (126) months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationParent. Any former shareholders stockholders of CBC the Company who have not theretofore complied with Section 3.02(c) shall thereafter look only to Surviving Corporation Parent for the consideration deliverable in respect of each share of CBC Company Common Stock such shareholder stockholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates Certificate(s) or Book-Entry Shares representing shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB Parent Common Stock or cash would otherwise escheat to any Governmental EntityAuthority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Law, become the property of the Surviving Corporation Parent (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share Shares for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB Parent and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC the Company to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareShares, SCB Parent and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration shares of PPBI Common Stock and cash delivered to the Exchange Agent by SCB PPBI pursuant to Section 3.02(b3.03(b) that remains unclaimed by the former shareholders stockholders of CBC FAB for twelve (12) six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationPPBI. Any former shareholders stockholders of CBC FAB who have not theretofore complied with Section 3.02(c3.03(c) shall thereafter look only to Surviving Corporation PPBI for the consideration deliverable in respect of each share of CBC FAB Common Stock such shareholder stockholder holds immediately prior the Effective Time as determined pursuant to this Agreement without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of FAB Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB PPBI Common Stock or cash would otherwise escheat to any Governmental Entitygovernmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable Lawlaw, become the property of the Surviving Corporation PPBI (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate or Book-Entry Share for any consideration paid to a public official or Governmental Entity pursuant to applicable abandoned property, escheat or similar Lawslaws. SCB PPBI and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC FAB to establish the identity of those Persons entitled to receive the consideration specified in this Agreement, which books shall be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of shares of stock represented by any Certificate or Book-Entry ShareCertificate, SCB PPBI and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.