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 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 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 Camco 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 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 thereonFirst Place or its agent. If outstanding Certificates or Book-Entry Shares for shares of Camco 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 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 Camco 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. First Place will engage the Exchange Agent as its lawful agent for purposes of this section.

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 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 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 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 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(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 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 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 Northern 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 Northern 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 Northern 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 Northern 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 Northern 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(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 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 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 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.. 3.03

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.

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 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 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 SCB 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 SCB 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 SCB 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 SCB 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 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 SCB 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 delivered to the Exchange Agent by SCB pursuant to Section 3.02(b) Fund that remains unclaimed by the former shareholders of CBC NUVO for twelve (12) six months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to the Surviving CorporationMerchants. Any former shareholders of CBC NUVO who have not theretofore complied with Section 3.02(c2.08(b) shall thereafter look only to Surviving Corporation Merchants for payment of the consideration Merger Consideration deliverable in respect of each share of CBC NUVO Common Stock such shareholder holds immediately prior held at the Effective Time as determined pursuant to this Agreement and any Option Cancellation Payment to which the holder of a cancelled Option is entitled, in each case without any interest thereon. If outstanding Certificates or Book-Entry Shares for shares of NUVO Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of SCB Merchants 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 Merchants (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 shares of NUVO Common 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 Merchants and the Exchange Agent shall be entitled to rely upon the stock transfer books of CBC NUVO to establish the identity of those Persons entitled to receive the consideration Merger 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 any shares of stock NUVO Common Stock represented by any Certificate or Book-Entry ShareCertificate, SCB Merchants and the Exchange Agent shall be entitled to deposit any consideration Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.