Delivery of Merger Consideration. (a) Within five (5) business days after the Effective Time and subject to the receipt by the Exchange Agent of a list of Home’s shareholders in a format that is acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of record immediately prior to the Effective Time of certificates (other than with respect to Cancelled Shares and Restricted Shares) representing shares of Home Common Stock (each a “Certificate”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to each Certificate shall pass, only upon delivery of such Certificate (or an affidavit of loss in lieu of such Certificate)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering each Certificate in exchange for the Merger Consideration, any cash in lieu of a fractional share of Cascade Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc.), Agreement and Plan of Merger (Cascade Bancorp), Agreement and Plan of Merger (Cascade Bancorp)
Delivery of Merger Consideration. (a) Within five (5) business days As soon as reasonably practicable after the Effective Time and subject to the receipt by the Exchange Agent of a list of Home’s shareholders in a format that is acceptable to the Exchange AgentTime, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time of certificates (other than with respect to Cancelled Shares and Restricted Shares) representing represented outstanding shares of Home Company Common Stock (each a “Certificate”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to each Certificate Certificate(s) shall pass, only upon actual delivery of such Certificate Certificate(s) (or an affidavit affidavits of loss in lieu of such Certificate)Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”)) and (ii) instructions for use in surrendering each Certificate Certificate(s) in exchange for the Merger Consideration, any cash in lieu of a fractional share shares of Cascade Parent Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.), Agreement and Plan of Merger (Pma Capital Corp), Agreement and Plan of Merger (Landamerica Financial Group Inc)
Delivery of Merger Consideration. (a) Within five (5) business days As soon as reasonably practicable after the Effective Time and subject to the receipt by the Exchange Agent of a list of Home’s shareholders in a format that is acceptable to the Exchange AgentTime, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time of certificates (other than with respect to Cancelled Shares and Restricted Shares) representing represented outstanding shares of Home Company Common Stock (each a “Certificate”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to each Certificate Certificate(s) shall pass, only upon delivery of such Certificate Certificate(s) (or an affidavit affidavits of loss in lieu of such CertificateCertificates)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering each Certificate Certificate(s) in exchange for the Merger Consideration, any cash in lieu of a fractional share shares of Cascade Parent Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (Wachovia Corp New), Agreement and Plan of Merger (Countrywide Financial Corp)
Delivery of Merger Consideration. (a) Within five (5) business days after the Effective Time and subject to the receipt by the Exchange Agent of a list of Home’s shareholders in a format that is acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of record immediately prior to the Effective Time of certificates (other than with respect to Cancelled Shares and Restricted Shares) representing shares of Home Common Stock (each a “Certificate”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to each Certificate shall pass, only upon delivery of such Certificate (or an affidavit of loss in lieu of such Certificate)) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering each Certificate in exchange for the Merger Consideration, any cash in lieu of a fractional share of Cascade Banner Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc.), Agreement and Plan of Merger (Banner Corp)
