Common use of Exchange Rules Clause in Contracts

Exchange Rules. Promptly after the Effective Time, FNB shall cause the Exchange Agent to mail to each holder of record of one or more shares of Granite Stock as of immediately prior to the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Granite Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary form and have such other provisions as FNB may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Granite Stock that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (i) one or more shares of FNB Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.01(a)(i) (after taking into account all shares of Granite Stock then held by such holder) and (ii) a check in the amount equal to any cash that such holder has the right to receive pursuant to this ARTICLE III, consisting of any dividends and other distributions pursuant to Section 3.03(c). No interest will be paid or will accrue on any cash payable pursuant to Section 3.03(c). In the event of a transfer of ownership of Granite Stock that is not registered in the transfer records of Granite, one or more shares of FNB Common Stock evidencing, in the aggregate, the proper number of shares of FNB Common Stock and a check in the proper amount of any cash with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c) may be issued with respect to such Granite Stock, as the case may be, to such a transferee if the Certificate representing such shares of Granite Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.

Exchange Rules. Promptly after the Effective Time, FNB Schlumberger US shall cause the Exchange Agent to mail to each holder of record of one or more shares of Granite Cameron Common Stock as of immediately prior to the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Granite Cameron Common Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary form and have such other provisions as FNB Schlumberger US may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Granite Cameron Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (i) one or more shares of FNB Schlumberger Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.01(a)(i4.1(a) (after taking into account all shares of Granite Cameron Common Stock then held by such holder) and (ii) a check in the amount equal to any cash that such holder has the right to receive pursuant to this ARTICLE IIIArticle 4, consisting of the cash consideration pursuant to Section 4.1, cash in lieu of any fractional shares of Schlumberger Common Stock pursuant to Section 4.2(e) and any dividends and other distributions pursuant to Section 3.03(c4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 3.03(c4.2(c) or Section 4.2(e). In the event of a transfer of ownership of Granite Cameron Common Stock that is not registered in the transfer records of GraniteCameron, one or more shares of FNB Schlumberger Common Stock evidencing, in the aggregate, the proper number of shares of FNB Schlumberger Common Stock and a check in the proper amount equal to any cash that is payable pursuant to Section 4.1(a) and any cash in lieu of any cash with respect fractional shares of Schlumberger Common Stock pursuant to Section 4.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c) 4.2(c), may be issued with respect to such Granite Cameron Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Granite Cameron Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.

Exchange Rules. Promptly after the Effective Time, FNB Parent shall cause the Exchange Agent to mail to each holder of record of one or more shares of Granite Company Common Stock as of immediately prior to the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Granite Company Common Stock shall pass, only upon delivery of the corresponding Certificates (or affidavit of loss in lieu thereof) to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary form and have such other provisions as FNB may reasonably specifyform, and (ii) instructions for effecting the surrender of such Certificates (or affidavit of loss in lieu thereof) or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Granite Company Common Stock that have been converted into a right to receive the Merger Consideration(other than Company Excluded Shares), upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will shall be entitled to receive in exchange therefor (i) one or more shares of FNB Parent Common Stock which that shall be in uncertificated book-entry form unless a physical certificate is requested and which that shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.01(a)(i2.1(a) (after taking into account all shares of Granite Company Common Stock then held by such holder) and (ii) a check for immediate payment in the amount equal to any cash that such holder has the right to receive pursuant to this ARTICLE IIIArticle II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends and other distributions pursuant to Section 3.03(c2.2(c). No interest will shall be paid or will shall accrue on any cash payable pursuant to Section 3.03(c2.2(c) or Section 2.2(e). In the event of a transfer of ownership of Granite Company Common Stock that is not registered in the transfer records of Granitethe Company, one or more shares of FNB Parent Common Stock evidencing, in the aggregate, the proper number of shares of FNB Parent Common Stock and a check in the proper amount of any cash with respect in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c2.2(c) may be issued with respect to such Granite Company Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Granite Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes taxes have been paid.

Exchange Rules. Promptly after the Effective Time, FNB Schlumberger shall cause the Exchange Agent to mail to each holder of record of one or more shares of Granite Xxxxx Common Stock as of immediately prior to the Effective Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Granite Xxxxx Common Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary form and have such other provisions as FNB Schlumberger may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Granite Xxxxx Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender of a Certificate or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (i) one or more shares of FNB Schlumberger Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.01(a)(i4.1(a) (after taking into account all shares of Granite Xxxxx Common Stock then held by such holder) and (ii) a check in the amount equal to any cash that such holder has the right to receive pursuant to this ARTICLE IIIArticle 4, consisting of cash in lieu of any fractional shares of Schlumberger Common Stock pursuant to Section 4.2(e) and any dividends and other distributions pursuant to Section 3.03(c4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 3.03(c4.2(c) or Section 4.2(e). In the event of a transfer of ownership of Granite Xxxxx Common Stock that is not registered in the transfer records of GraniteXxxxx, one or more shares of FNB Schlumberger Common Stock evidencing, in the aggregate, the proper number of shares of FNB Schlumberger Common Stock and a check in the proper amount of any cash with respect in lieu of any fractional shares of Schlumberger Common Stock pursuant to Section 4.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c) 4.2(c), may be issued with respect to such Granite Xxxxx Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Granite Xxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.

Exchange Rules. Promptly after the Effective Time, FNB Dorado shall cause the Exchange Agent to mail to each holder of record of one or more shares of Granite Redfish Common Stock as of immediately prior the Effective Time (other than any holder which has previously and properly surrendered all of its Certificate(s) to the Effective Time: Exchange Agent in accordance with Section 2.1(b) (each, an “Electing Stockholder”)): (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Granite Redfish Common Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, which letter shall be in customary form and have such other provisions as FNB Dorado may reasonably specify, and (ii) instructions for effecting the surrender of such Certificates or Book Entry Shares in exchange for the Merger Consideration. Each holder of shares of Granite Redfish Common Stock that have been converted into a right to receive the Merger Consideration, upon (i) with respect to any Electing Stockholder, completion of the calculations required by Section 2.1(a) or (ii) with respect to any holder that is not an Electing Stockholder, surrender of a Certificate or Book Entry Shares to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, will be entitled to receive in exchange therefor (i) one or more shares of FNB Dorado Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 3.01(a)(i2.1(a) (after taking into account all shares of Granite Redfish Common Stock then held by such holder) and (ii) a check in the amount equal to any cash that such holder has the right to receive pursuant to this ARTICLE IIIArticle II, consisting of the cash consideration pursuant to Section 2.1(a), cash in lieu of any fractional shares of Dorado Common Stock, as the case may be, pursuant to Section 2.2(e) and any dividends and other distributions pursuant to Section 3.03(c2.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 3.03(c2.1(a), Section 2.2(c) or Section 2.2(e). In the event of a transfer of ownership of Granite Redfish Common Stock that is not registered in the transfer records of GraniteRedfish, one or more shares of FNB Dorado Common Stock evidencing, in the aggregate, the proper number of shares of FNB Dorado Common Stock and a check in the proper amount of any cash with respect consideration pursuant to Section 2.1(a), cash in lieu of any fractional shares of Dorado Common Stock pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c) 2.2(c), may be issued with respect to such Granite Redfish Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Granite Redfish Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes taxes have been paid.