Common use of Effectuating Conversion Clause in Contracts

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/Osceola 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/Osceola Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola 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/Osceola Shares and the receipt of the consideration contemplated by this Agreement and shall require each holder of First National/Osceola Shares to transfer good and marketable title to such First National/Osceola 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 First National/Osceola 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/Osceola Polk Shares transmittal materials (the "Letter of Transmittal") for use in exchanging their certificates formerly representing First National/Osceola 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/Osceola Polk Shares and the receipt of the consideration contemplated by this Agreement and shall require each holder of First National/Osceola Polk Shares to transfer good and marketable title to such First National/Osceola Polk Shares to CBF, free and clear of all liens, claims and encumbrances.