Common use of Payment of Cash Clause in Contracts

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable after the Effective Time, but in no event later than ten (10) days thereafter, the Exchange Agent shall send a notice and form of letter of transmittal to each holder of record of Company Common Stock at the Effective Time advising such stockholder of the effectiveness of the Reorganization and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each holder of shares of Company Common Stock who thereafter delivers his or her certificate or certificates representing such shares to the Exchange Agent shall be mailed a check for an amount, without interest, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrender, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time evidenced shares of Company Common Stock will be deemed for all purposes (except as otherwise provided in Section 2.2 hereof) to evidence the right to receive cash, without interest, equal to number of shares represented by the certificate or certificates multiplied by the Purchase Price. After the Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the Reorganization, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws.

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable after the Effective Time, but in no event later than ten (10) days thereafterreasonably practicable, the Exchange Surviving Corporation will instruct the Paying Agent shall send a notice and form of letter of transmittal to mail to each holder of record of Company Common Stock at the Effective Time advising such stockholder of the effectiveness of the Reorganization and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each holder of shares of Company Common Stock who thereafter delivers his a Certificate or her certificate or certificates representing such shares to the Exchange Agent shall be mailed a check for an amount, without interest, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrender, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which Certificates that immediately prior to the Effective Time evidenced shares Excluded Shares of Company Common Stock will or that for any reason become Excluded Shares, (i) a letter of transmittal (which shall specify that delivery shall be deemed effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (ii) instructions for all purposes use in effecting the surrender of the Certificates in exchange for the Cash Consideration pursuant to Section 1.07. Upon surrender in good delivery form of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a letter of transmittal, duly executed, and such other customary documents, including signature guarantees, as may be required pursuant to such instructions (except as otherwise provided in Section 2.2 hereof) to evidence collectively, the right “Transmittal Documents”), the holder of such Certificate shall be entitled to receive cashin exchange therefor the Cash Consideration for each share of Company Stock formerly represented by such Certificate, without interestany interest thereon, equal to number less any required withholding of shares represented by taxes, and the certificate or certificates multiplied by Certificate so surrendered shall thereupon be canceled. In the Purchase Price. After event of a transfer of ownership of Company Stock that is not registered in the Effective Time, there shall be no further registration of transfers on the transfer records of the Company Company, the Cash Consideration may be paid in accordance with this Article II to the transferee of such shares of Company Common Stock and, if a certificate the Certificate evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer. In such event, it the signature on the Certificate or any related stock power must be properly guaranteed by a medallion signature guarantor acceptable to the Company or the Surviving Corporation and the Person requesting payment of the Cash Consideration must either pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Cash Consideration will be delivered by the Paying Agent as promptly as practicable following the proper surrender of a Certificate and the delivery of all required related Transmittal Documents. No interest will be payable on such Cash Consideration. Until surrendered in accordance with this Section 2.02, each Certificate shall be canceled in exchange deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Cash Consideration for a check (except as otherwise provided in Section 2.2 hereof) in each Excluded Share. Any interest, dividends or other income earned on the appropriate amount as calculated above. Notwithstanding any provision investment of this Agreement, neither cash held by the Exchange Paying Agent nor any person, firm or entity hereunder shall be liable or obligated solely for the account of the Surviving Corporation. The Cash Consideration delivered upon surrender of the Certificates in accordance with the terms hereof shall be deemed to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence paid in full satisfaction of the Reorganization, if all rights pertaining to such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar lawsExcluded Shares.

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable or promptly after the Effective Time, but in no event later than ten (10) days thereafterCanco shall deposit with the Depositary, for the Exchange Agent shall send a notice and form of letter of transmittal to each holder of record of Company Common Stock at the Effective Time advising such stockholder benefit of the effectiveness holders of Holdco Shares, Shares and Options who will receive cash in connection with the Arrangement, cash in an amount sufficient to satisfy all of the Reorganization cash payment obligations to Holdco Shareholders and Shareholders in connection with the procedures for surrendering acquisition of Holdco Shares and Shares pursuant to the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each holder of shares of Company Common Stock who thereafter delivers his Arrangement (together with any unpaid dividends or her certificate or certificates representing such shares to distributions declared on the Exchange Agent shall be mailed a check for an amountShares, without interestif any, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrender, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time) and to Optionholders required pursuant to Section 2.2(d) or otherwise under this Plan of Arrangement. Upon surrender to the Depositary for transfer to Canco of a certificate which immediately prior to or upon the Effective Time evidenced shares represented Holdco Shares or Shares in respect of Company Common Stock will which the holder is entitled to receive cash under the Arrangement, together with (i) a duly completed Letter of Transmittal and Election Form or Holdco Letter of Transmittal and Election Form, (ii) such other documents and instruments as would have been required to effect the transfer of the Holdco Shares or Shares formerly represented by such certificate under the Act and the by-laws of the Corporation, and (iii) such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder, the amount of cash such holder is entitled to receive under the Arrangement (together with any unpaid dividends or distributions declared on the surrendered Shares or Shares owned by the relevant Holdco, if any, prior to the Effective Time), and any certificate so surrendered shall forthwith be transferred to Canco. No interest shall be paid or accrued on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Shares. In the event of a transfer of ownership of such Shares or Holdco Shares that was not registered in the securities register of the Corporation or Holdco, as the case may be, the amount of cash payable for such Shares under the Arrangement may be delivered to the transferee if the certificate representing such Shares or Holdco Shares is presented to the Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to or upon the Effective Time represented one or more outstanding Shares or Holdco Shares that, under the Arrangement, were exchanged or were deemed to be exchanged for cash pursuant to Section 2.2 shall be deemed for at all purposes (except as otherwise provided in Section 2.2 hereof) times after the Effective Time to evidence represent only the right to receive cash, without interest, equal to number of shares represented upon such surrender the cash payment contemplated by the certificate or certificates multiplied by the Purchase Price. After the Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in this Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the Reorganization, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws4.1.

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable or promptly after the Effective Time, but in no event later than ten (10) days thereafterCanco shall deposit with the Depositary, for the Exchange Agent shall send a notice and form of letter of transmittal to each holder of record of Company Common Stock at the Effective Time advising such stockholder benefit of the effectiveness holders of Holdco Shares, Shares, Options and Share Purchase Rights who will receive cash in connection with the Arrangement, cash in an amount sufficient to satisfy all of the Reorganization cash payment obligations to Holdco Shareholders and Shareholders in connection with the procedures for surrendering acquisition of Holdco Shares and Shares pursuant to the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each holder of shares of Company Common Stock who thereafter delivers his Arrangement (together with any unpaid dividends or her certificate or certificates representing such shares to distributions declared on the Exchange Agent shall be mailed a check for an amountShares, without interestif any, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrender, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time) and to holders of Options or Share Purchase Rights required pursuant to Section 2.2(e) or otherwise under this Plan of Arrangement. Upon surrender to the Depositary for transfer to Canco of a certificate which immediately prior to or upon the Effective Time evidenced shares represented Holdco Shares or Shares in respect of Company Common Stock will which the holder is entitled to receive cash under the Arrangement, together with (i) a duly completed Letter of Transmittal and Election Form or Holdco Letter of Transmittal and Election Form, (ii) such other documents and instruments as would have been required to effect the transfer of the Holdco Shares or Shares formerly represented by such certificate under the Act and the by-laws of the Corporation, and (iii) such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder, the amount of cash such holder is entitled to receive under the Arrangement (together with any unpaid dividends or distributions declared on the surrendered Shares or Shares owned by the relevant Holdco, if any, prior to the Effective Time), and any certificate so surrendered shall forthwith be transferred to Canco. No interest shall be paid or accrued on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Shares. In the event of a transfer of ownership of such Shares or Holdco Shares that was not registered in the securities register of the Corporation or Holdco, as the case may be, the amount of cash payable for such Shares under the Arrangement may be delivered to the transferee if the certificate representing such Shares or Holdco Shares is presented to the Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to or upon the Effective Time represented one or more outstanding Shares or Holdco Shares that, under the Arrangement, were exchanged or were deemed to be exchanged for cash pursuant to Section 2.2 shall be deemed for at all purposes (except as otherwise provided in Section 2.2 hereof) times after the Effective Time to evidence represent only the right to receive cash, without interest, equal to number of shares represented upon such surrender the cash payment contemplated by the certificate or certificates multiplied by the Purchase Price. After the Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in this Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the Reorganization, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws4.1.

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable or promptly after the Effective Time, but Exchangeco shall deposit with the Depositary, for the benefit of the holders of Westcoast Common Shares who will receive cash in no event later than ten (10) days thereafterconnection with the Arrangement, cash in the Exchange Agent shall send amount of the Cash Available. Upon surrender to the PLAN OF ARRANGEMENT 91 Depositary for transfer to Exchangeco of a notice and form of letter of transmittal certificate which immediately prior to each holder of record of Company Common Stock at or upon the Effective Time advising represented Westcoast Common Shares in respect of which the holder is entitled to receive cash under the Arrangement, together with a duly completed Letter of Transmittal and Election Form, and such stockholder other documents and instruments as would have been required to effect the transfer of the effectiveness of shares formerly represented by such certificate under the Reorganization CBCA and the procedures for surrendering to by-laws of Westcoast and such additional documents and instruments as the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each Depositary may reasonably require, the holder of shares of Company Common Stock who thereafter delivers his or her such surrendered certificate or certificates representing such shares to the Exchange Agent shall be mailed a check for an amountentitled to receive in exchange therefor, without interestand after the Effective Time the Depositary shall deliver to such holder the amount of cash such holder is entitled to receive under the Arrangement (together with any unpaid dividends or distributions declared on the Westcoast Common Shares, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrenderif any, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time), and any certificate so surrendered shall forthwith be transferred to Exchangeco. In the event of a transfer of ownership of such Westcoast Common Shares that was not registered in the securities register of Westcoast, the amount of cash payable for such Westcoast Common Shares under the Arrangement may be delivered to the transferee if the certificate representing such Westcoast Common Shares is presented to the Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to or upon the Effective Time evidenced shares of Company represented one or more outstanding Westcoast Common Stock will Shares that, under the Arrangement, were exchanged or were deemed to be exchanged for cash pursuant to Section 2.2 shall be deemed for at all purposes (except as otherwise provided in Section 2.2 hereof) times after the Effective Time to evidence represent only the right to receive cash, without interest, equal to number of shares represented upon such surrender the cash payment contemplated by the certificate or certificates multiplied by the Purchase Price. After the Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in this Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the Reorganization, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws4.1.

Payment of Cash. (a) At least twenty (20) days before Fidelity shall act as the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the ReorganizationMerger. As soon as practicable after The Exchange Agent shall promptly, following the Effective Time, but mail to each former shareholder of BankBoynton a notice specifying the consummation of the merger and the procedures to be followed in no event later than ten (10) days surrendering such shareholder's BankBoynton Common Stock certificates. At the Closing or as soon as practicable thereafter, the Exchange Agent shall (except to those holders of BankBoynton Common Stock who have properly exercised dissenters' rights of appraisal) pay to each holder who delivers his or her certificate or certificates representing such shares to the Exchange Agent a check for an amount equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. As to each holder of record of BankBoynton Common Stock who does not surrender his shares at Closing, the Exchange Agent shall send within ten (10) business days thereafter a notice and form of letter of transmittal to each holder of record of Company Common Stock at the Effective Time advising such stockholder shareholder of the effectiveness of the Reorganization Merger and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing shares of Company BankBoynton Common Stock. Each holder of shares of Company Common Stock shareholder who thereafter delivers his or her certificate or certificates representing such shares to the Exchange Agent Agent, together with a properly completed and duly executed letter of transmittal, shall promptly be mailed a check for an amount, without interest, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrender, each certificate evidencing Company BankBoynton Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time evidenced shares of Company BankBoynton Common Stock will be deemed for all purposes (except as otherwise provided in Section 2.2 hereof) to evidence the right to receive cash, without interest, equal to the number of shares represented by the certificate or certificates multiplied by the Purchase Price. After the Effective Time, there shall be no further registration of transfers on the records of the Company BankBoynton of shares of Company BankBoynton Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company BankBoynton Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the ReorganizationMerger, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws.

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable or promptly after the Effective Time, but in no event later than ten (10) days thereafterCanco shall deposit with the Depositary, for the Exchange Agent shall send a notice and form of letter of transmittal to each holder of record of Company Common Stock at the Effective Time advising such stockholder benefit of the effectiveness holders of Holdco Shares, Shares and Options who will receive cash in connection with the Arrangement, cash in an amount sufficient to satisfy all of the Reorganization cash payment obligations to Holdco Shareholders and Shareholders in connection with the procedures for surrendering acquisition of Holdco Shares and Shares pursuant to the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each holder of shares of Company Common Stock who thereafter delivers his Arrangement (together with any unpaid dividends or her certificate or certificates representing such shares to distributions declared on the Exchange Agent shall be mailed a check for an amountShares, without interestif any, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrender, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time) and to Optionholders required pursuant to Section 2.2(d) or otherwise under this Plan of Arrangement. Upon surrender to the Depositary for transfer to Canco of a certificate which immediately prior to or upon the Effective Time evidenced shares represented Holdco Shares or Shares in respect of Company Common Stock will which the holder is entitled to receive cash under the Arrangement, together with (i) a duly completed Letter of Transmittal and Election Form or Holdco Letter of Transmittal and Election Form , (ii) such other documents and instruments as would have been required to effect the transfer of the Holdco Shares or Shares formerly represented by such certificate under the Act and the by-laws of the Corporation, and (iii) such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and after the Effective Time the Depositary shall deliver to such holder, the amount of cash such holder is entitled to receive under the Arrangement (together with any unpaid dividends or distributions declared on the surrendered Shares or Shares owned by the relevant Holdco, if any, prior to the Effective Time), and any certificate so surrendered shall forthwith be transferred to Canco. No interest shall be paid or accrued on unpaid dividends and distributions, if any, payable to holders of certificates that formerly represented Shares. In the event of a transfer of ownership of such Shares or Holdco Shares that was not registered in the securities register of the Corporation or Holdco, as the case may be, the amount of cash payable for such Shares under the Arrangement may be delivered to the transferee if the certificate representing such Shares or Holdco Shares is presented to the Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to or upon the Effective Time represented one or more outstanding Shares or Holdco Shares that, under the Arrangement, were exchanged or were deemed to be exchanged for cash pursuant to Section 2.2 shall be deemed for at all purposes (except as otherwise provided in Section 2.2 hereof) times after the Effective Time to evidence represent only the right to receive cash, without interest, equal to number of shares represented upon such surrender the cash payment contemplated by the certificate or certificates multiplied by the Purchase Price. After the Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in this Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the Reorganization, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws4.1.

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable after the Effective Time, but in no event later than ten (10) days thereafter, the Exchange Agent shall send a notice and form of letter of transmittal to each holder of record of Company Common Stock at the Effective Time advising such stockholder of the effectiveness of the Reorganization and the procedures for surrendering to the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each holder of shares of Company Common Stock who thereafter delivers his or her certificate or certificates representing such shares to the Exchange Agent shall be mailed a check for an amount, without interest, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrender, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time evidenced shares of Company Common Stock will be deemed for all purposes (except as otherwise provided in Section 2.2 hereof) to evidence the right to receive cash, without interest, equal to number of shares represented by the certificate or certificates multiplied by the Purchase Price. After the 5 Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the Reorganization, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws.

Payment of Cash. (a) At least twenty (20) days before the Effective Time, First Federal shall designate an exchange agent (the "Exchange Agent") in connection with the Reorganization. As soon as practicable or promptly after the Effective Time, but Exchangeco shall deposit with the Depositary, for the benefit of the holders of Westcoast Common Shares who will receive cash in no event later than ten (10) days thereafterconnection with the Arrangement, cash in the Exchange Agent shall send amount of the Cash Available. Upon surrender to the Depositary for transfer to Exchangeco of a notice and form of letter of transmittal certificate which immediately prior to each holder of record of Company Common Stock at or upon the Effective Time advising represented Westcoast Common Shares in respect of which the holder is entitled to receive cash under the Arrangement, together with a duly completed Letter of Transmittal and Election Form, and such stockholder other documents and instruments as would have been required to effect the transfer of the effectiveness of shares formerly represented by such certificate under the Reorganization CBCA and the procedures for surrendering to by-laws of Westcoast and such additional documents and instruments as the Exchange Agent outstanding certificates formerly evidencing shares of Company Common Stock. Each Depositary may reasonably require, the holder of shares of Company Common Stock who thereafter delivers his or her such surrendered certificate or certificates representing such shares to the Exchange Agent shall be mailed a check for an amountentitled to receive in exchange therefor, without interestand after the Effective Time the Depositary shall deliver to such holder the amount of cash such holder is entitled to receive under the Arrangement (together with any unpaid dividends or distributions declared on the Westcoast Common Shares, equal to the number of shares represented by the certificate or certificates so surrendered to the Exchange Agent multiplied by the Purchase Price. Upon surrenderif any, each certificate evidencing Company Common Stock shall be canceled. Until so surrendered, each outstanding certificate which prior to the Effective Time), and any certificate so surrendered shall forthwith be transferred to Exchangeco. In the event of a transfer of ownership of such Westcoast Common Shares that was not registered in the securities register of Westcoast, the amount of cash payable for such Westcoast Common Shares under the Arrangement may be delivered to the transferee if the certificate representing such Westcoast Common Shares is presented to the Depositary as provided above, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.1, each certificate which immediately prior to or upon the Effective Time evidenced shares of Company represented one or more outstanding Westcoast Common Stock will Shares that, under the Arrangement, were exchanged or were deemed to be exchanged for cash pursuant to Section 2.2 shall be deemed for at all purposes (except as otherwise provided in Section 2.2 hereof) times after the Effective Time to evidence represent only the right to receive cash, without interest, equal to number of shares represented upon such surrender the cash payment contemplated by the certificate or certificates multiplied by the Purchase Price. After the Effective Time, there shall be no further registration of transfers on the records of the Company of shares of Company Common Stock and, if a certificate evidencing such shares is presented for transfer, it shall be canceled in exchange for a check (except as otherwise provided in this Section 2.2 hereof) in the appropriate amount as calculated above. Notwithstanding any provision of this Agreement, neither the Exchange Agent nor any person, firm or entity shall be liable or obligated to any former holder of any share of Company Common Stock (or to anyone claiming through any such former holder) with respect to amounts to which any such holder would have been entitled as a consequence of the Reorganization, if such amounts have been paid, or are payable, to any public official pursuant to any abandoned property, escheat or similar laws4.1.