Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints American Stock Transfer & Trust Company as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for shares of Common Stock, shares of Series A Preferred Stock and/or shares of Series B Preferred Stock. All shares of Series A Preferred Stock and shares of Series B Preferred Stock are convertible into shares of Common Stock in accordance with the terms and conditions of the Company's Amended and Restated Certificate of Incorporation as in effect on the date hereof, and the shares of Common Stock issuable upon the conversion thereof are referred to herein as the "Conversion Shares". The shares of Common Stock and the Conversion Shares represented by the certificate(s) deposited pursuant to this Section 2 (collectively, "Future Shares"), in the aggregate, represent not less than the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. The undersigned represents and warrants to the Attorney-in-Fact, the Custodian and the Underwriters that each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the certificate or certificates deposited herewith, (b) to deliver or to authorize the Company's Transfer Agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Purchase Agreement and (c) to return or cause the Company's Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by, or issuable upon conversion of, any certificate deposited hereunder which are not sold pursuant to the Purchase Agreement.
Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints American Stock Transfer & Trust Company as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that represent not less than the total number of Shares to be sold by the undersigned to the Underwriters, which number is set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorney-in-Fact, (a) to hold in custody the certificate or certificates deposited herewith, (b) to deliver or to authorize the Company's transfer agent to deliver the certificate or certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorney-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Company's transfer agent to return to the undersigned new certificate(s) for the shares of Common Stock represented by any certificate deposited hereunder which are not sold pursuant to the Underwriting Agreement. The Custodian shall be entitled to customary compensation for the services to be rendered hereunder as set forth in Schedule II attached hereto. Such compensation shall be paid to the Custodian by the Company.
Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the exchange of shares of Valley Bank common stock and the sale of the Shares to the Underwriters, the Shareholder hereby appoints U.S. Stock Transfer Corporation as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Valley Bank common stock which represent the total number of the shares of Valley Bank common stock held by the Shareholder, and which number is set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form and either (a) the certificate has been endorsed in blank with the signature of the Shareholder thereon, medallion guaranteed by an eligible guarantor institution, such as a bank, a stock broker, savings and loan association, or credit union, with membership in an approved medallion signature program, or (b) the Shareholder has separately provided a duly executed stock power or powers in blank, bearing the signature of the Shareholder, medallion guaranteed in the same manner. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, to act as follows:
Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the exchange of shares of The Bank of Hemet common stock and the sale of the Shares to the Underwriters, the Shareholder hereby appoints U.S. Stock Transfer Corporation as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for The Bank of Hemet common stock which represent the total number of the shares of The Bank of Hemet common stock held by the Shareholder, and which number is set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form and either (a) the certificate has been endorsed in blank with the signature of the Shareholder thereon, medallion guaranteed by an eligible guarantor institution, such as a bank, a stock broker, savings and loan association, or credit union, with membership in an approved medallion signature program, or (b) the shareholder has separately provided a duly executed stock power or powers in blank, bearing the signature of the Shareholder, medallion guaranteed in the same manner. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, to act as follows:
Appointment of Custodian; Deposit of Shares a. In connection with and to facilitate the sale of the New Shares to the Underwriters, the undersigned appoints Republic New York Securities Corporation as custodian (the "Custodian"), and authorizes RNB to deposit with the Custodian one or more certificates for shares of Old Common Stock as set forth on Schedule II hereto (such shares collectively, the "Old Shares") which, after giving effect to the Recapitalization, will represent not less than the maximum number of New Shares to be sold by the undersigned to the Underwriters as set forth on Schedule I hereto. Each such certificate so deposited is in negotiable and proper deliverable form accompanied by two or more duly executed stock powers in blank, bearing the signature of the undersigned thereon and a medallion guarantee of such signature by an Eligible Guarantor Institution, as defined by Exchange Act Rule 17Ad-15. The undersigned authorizes and directs the Custodian, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the certificate or certificates for the Old Shares deposited herewith and any related stock powers; (b) to deliver such certificate or certificates and related stock powers to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement; (c) to instruct UMB Bank, n.a., in its capacity as Transfer Agent and Registrar for the New Common Stock, to issue certificates for all of the New Shares and to deliver such certificates to the Custodian in exchange for all of such Old Shares; and (d) to return to RNB one or more new certificates for the shares of New Common Stock issuable pursuant to the Recapitalization in respect of the Old Shares but which are not sold or to be sold pursuant to the Underwriting Agreement.
Appointment of Custodian; Deposit of Shares. (a) Each Tendering Shareholder hereby appoints John A. Aiello to act as the custodian (the "Custodian") xx xxx xxxxxficates (the "Certificates") representing all of the Tender Shares held by such Tendering Shareholder on the terms and subject to the conditions set forth in this Agreement. Should John A. Aiello be unable or unwilling to act as custodixx xx xxxxxxxx for herein, each Tendering Shareholder hereby appoints Philip D. Forlenza to act as custodian for such Tenderixx Xxxxxxxxxxx xx if originally named above and appointed hereby. Should Philip D. Forlenza be unable or unwilling to act as cusxxxxxx, xxxx Xxxxxring Shareholder hereby appoints the law firm of Giordano, Halleran & Ciesla, P.C. to act as custodian fxx xxxx Texxxxxxx Shaxxxxxxer as if originally named above and appointed hereby. In such event, John A. Aiello shall deliver or cause to be delivered txx Xxxxxxxxxxxs to Philip D. Forlenza and/or the law firm of Giordano, Halxxxxx & Xxxxxx, X.C. and Philip D. Forlenzx xxxxx dexxxxx xx caxxx xx be deliverxx xxx Xxxxxxxxxxxx xx Giordano, Halleran & Ciesla, P.C., as the case may be.
Appointment of Custodian; Deposit of Shares. (a) In connection with the transactions contemplated by this Agreement, each PrimeCo Holder hereby appoints PrimeCo as custodian (the "CUSTODIAN") and hereby deposits or shall promptly deposit (but in any event, no later than four business days after the date hereof), with the Custodian, each Certificated Note held by such PrimeCo Holder, accompanied by a duly executed Assignment Form in the form attached to the Certificated Notes ("ASSIGNMENT FORM" and, together with such Certificated Notes, the "INSTRUMENTS"), undated and executed in blank and bearing the signature of such PrimeCo Holder or a duly authorized representative thereof. Each PrimeCo Holder represents and warrants to the Attorneys-in-Fact and the Custodian that each such Certificated Note so deposited is in negotiable and proper deliverable form. The Custodian is hereby authorized and directed subject to the instructions of the Attorneys-in-Fact: (i) to hold in custody the Instruments deposited hereby, and (ii) at the direction of the Attorneys-in-Fact to deliver the Instruments in accordance with the terms of this Agreement.
Appointment of Custodian; Deposit of Shares. (a) Each Shareholder hereby appoints John A. Aiello to act as the custodian (the "Custodian") xx xxx xxxxxficates (the "Certificates") representing all of the Exchange Shares held by such Shareholder on the terms and subject to the conditions set forth in this Agreement. Should John A. Aiello be unable or unwilling to act as custodian as xxxxxxxx for herein, each Shareholder hereby
Appointment of Custodian; Deposit of Shares. A. In connection with and to facilitate the sale of the Securities to the Underwriters, the undersigned hereby appoints American Securities Transfer & Trust, Inc. as custodian (the "Custodian") and herewith deposits with the Custodian one or more certificates for Common Stock that in the aggregate represent not less than the excess, if any, of (a) the total number of Securities to be sold by the undersigned to the Underwriters, the number of such securities being set forth on Schedule II to the Underwriting Agreement over (b) the total number of Securities to be delivered by the Company to the Custodian pursuant to the Irrevocable Instructions (as defined below). Each such certificate so deposited on the date hereof is in negotiable and proper deliverable form, endorsed in blank with the signature of the undersigned or the Attorney-in-Fact thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned or the Attorney-in-Fact so guaranteed. The undersigned irrevocably exercises, effective at the Execution Time (as defined in the Underwriting Agreement), the option to purchase the Exercise Securities (as defined in the Underwriting Agreement) and will deliver irrevocable instructions to the Company directing the Company, upon effectiveness of the undersigned's election, to promptly issue the undersigned's Exercise Securities and deposit the same with the Custodian
Appointment of Custodian; Deposit of Shares. A. Concurrently with the execution and delivery of this Custody Agreement (this “Agreement”), the undersigned has executed a power of attorney (the “Power of Attorney”) irrevocably appointing Xxxxxx Xxxxxx with full power and authority to act alone in any matter thereunder and with full power of substitution, the true and lawful attorney-in-fact of the undersigned (the “Attorney”), with full power and authority in the name of, for and on behalf of, the undersigned with respect to all matters arising in connection with the sale of the Common Stock by the undersigned including, but not limited to entering into and performing the Underwriting Agreement.
