Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After the Effective Time of the Merger, CBF shall cause the Exchange Agent to deliver the consideration to be paid by CBF for the First National/Polk Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of First National/Polk Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Polk Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall contain instructions with respect to the surrender of certificates representing First National/Polk Shares and the receipt of the consideration contemplated by this Agreement and shall require each holder of First National/Polk Shares to transfer good and marketable title to such First National/Polk Shares to CBF, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. (a) CBF, or such other institution as CBF may designate, shall serve as the exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. After the Effective Time of the Merger, CBF shall cause the Exchange Agent to deliver the consideration to be paid by CBF for the Community National Bank Shares, along with the appropriate cash payment in lieu of fractional interests in CBF Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of Community National Bank Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing Community National Bank Shares for the consideration provided for in this Agreement. The Letter of Transmittal shall contain instructions with respect to the surrender of certificates representing Community National Bank Shares and the receipt of the consideration contemplated by this Agreement and shall require each holder of Community National Bank Shares to transfer good and marketable title to such Community National Bank Shares to CBF, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. At the Effective Time of the Merger, Kearny will deliver or cause to be delivered to a third-party agent to be appointed by Kearny and reasonably acceptable to Central Jersey (the “Exchange Agent”) an amount of cash equal to the aggregate Merger Consideration to be paid pursuant to Section 2.1 hereof (the “Exchange Fund”). As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of Central Jersey Shares transmittal materials (the “Letter of Transmittal”) for use in exchanging their certificates formerly representing Central Jersey Shares for the Merger Consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing Central Jersey Shares and the receipt of the Merger Consideration contemplated by this Agreement and will require each holder of Central Jersey Shares to transfer good and marketable title to such Central Jersey Shares to Kearny, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. At the Effective Time of the Merger, Xxxxxxx will deliver or cause to be delivered to a third-party agent to be appointed by Xxxxxxx and reasonably acceptable to North Penn (the “Exchange Agent”) an amount of cash equal to the aggregate Merger Consideration to be paid pursuant to Section 2.1 hereof (the “Exchange Fund”). As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of shares of North Penn Common Stock who did not previously submit an Election Form transmittal materials (the “Letter of Transmittal”) for use in exchanging their certificates formerly representing shares of North Penn Common Stock for the Merger Consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing shares of North Penn Common Stock and the receipt of the Merger Consideration contemplated by this Agreement and will require each holder of shares of North Penn Common Stock to transfer good and marketable title to such shares of North Penn Common Stock to Xxxxxxx, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. (a) Prior to the Effective Time, Sun will appoint an exchange agent (the "Exchange Agent"). The Exchange Agent may employ sub-agents in connection with performing its duties. As of the Effective Time of the Merger, Sun will deliver or cause to be delivered to the Exchange Agent the consideration to be paid by Sun for Community Shares, along with the appropriate cash payment in lieu of fractional interests in Sun Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of Community Shares (other than holders of Dissenting Shares) transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing Community Shares for the consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing Community Shares and the receipt of the consideration contemplated by this Agreement and will require each holder of Community Shares to transfer good and marketable title to such Community Shares to Sun, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. (a) Immediately prior to the Effective Time, OceanFirst will deliver or cause to be delivered to the exchange agent the number of OceanFirst Shares issuable and the amount of cash payable by OceanFirst for Central Jersey Shares. As promptly as practicable after the Effective Time but in no event later than five business days, the exchange agent shall send or cause to be sent to each former holder of record of Central Jersey Shares who did not previously submit a properly completed Election Form (other than holders of Dissenting Shares) transmittal materials (the “Letter of Transmittal”) for use in exchanging their certificates formerly representing Central Jersey Shares for the consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing Central Jersey Shares and the receipt of the consideration contemplated by this Agreement and will require each holder of Central Jersey Shares to transfer good and marketable title to such Central Jersey Shares to OceanFirst, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. (a) At the Effective Time of the Merger, Sun will deliver or cause to be delivered to the Exchange Agent the number of Sun Shares issuable and the amount of cash payable by Sun for Advantage Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of Advantage Shares who did not previously submit a properly completed Election Form (other than holders of Dissenting Shares) transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing Advantage Shares for the consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing Advantage Shares and the receipt of the consideration contemplated by this Agreement and will require each holder of Advantage Shares to transfer good and marketable title to such Advantage Shares to Sun, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. (a) CapitalSouth Bank, or such other institution as CapitalSouth may designate, shall serve as the exchange agent (the “Exchange Agent”). The Exchange Agent may employ sub-agents in connection with performing its duties. As of the Effective Time of the Merger, CapitalSouth will deliver or cause to be delivered to the Exchange Agent the consideration to be paid by CapitalSouth for Monticello Shares, along with the appropriate cash payment in lieu of fractional interests in CapitalSouth Shares. As promptly as practicable after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of Monticello Shares transmittal materials (the “Letter of Transmittal”) for use in exchanging their certificates formerly representing Monticello Shares for the consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing Monticello Shares and the receipt of the consideration contemplated by this Agreement and will require each holder of Monticello Shares to transfer good and marketable title to such Monticello Shares to CapitalSouth, free and clear of all liens, claims and encumbrances.
Effectuating Conversion. (a) SouthTrust shall designate such institution as it may select, including SouthTrust or one of its affiliates, to serve as the exchange agent (the "Exchange Agent") pursuant to this Agreement. The Exchange Agent may employ sub-agents in connection with performing its duties. As of the Effective Time of the Merger, SouthTrust will deliver or cause to be delivered to the Exchange Agent the consideration to be paid by SouthTrust for the Bank Shares, along with an appropriate cash payment in lieu of fractional interests in SouthTrust Shares. As promptly as practicable, but not later than thirty (30) days, after the Effective Time of the Merger, the Exchange Agent shall send or cause to be sent to each former holder of record of the Bank Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing the Bank Shares for the consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing the Bank Shares and the receipt of the consideration contemplated by this Agreement and will require each holder of Bank Shares to transfer good and marketable title to such Bank Shares to SouthTrust, free and clear of all liens, claims and encumbrances. Amounts that would have been payable to Dissenting Shareholders for Bank Shares but for the fact of their dissent in accordance with the provisions of Section 2.1(d) hereof shall be returned by the Exchange Agent to SouthTrust as promptly as practicable.
Effectuating Conversion. . . 4 Section 2.3 Laws of Escheat. . . . . . . . . . . . . . 6 Section 2.4 Consideration. . . . . . . . . . . . . . . 6 ARTICLE III
