Common use of Required Signatures Clause in Contracts

Required Signatures. Community Bank shareholders making an election must sign below. Pursuant to the Agreement and Plan of Merger, dated as of January 24, 2005 (as may be amended from time to time, the "Merger Agreement"), among Community Bank of Northern Virginia, a Virginia bank ("Community Bank"), Mercantile Bankshares Corporation, a Maryland corporation ("Bankshares"), and Mercantile-Safe Deposit and Trust Company, a Maryland bank and wholly-owned subsidiary of Bankshares ("MSD&T"), each outstanding share of the common stock, par value $0.3331/3 per share, of Community Bank (the "Community Bank Common Stock") will be converted into the right to receive, without interest and subject to the proration procedures described therein and in this Letter of Transmittal and Election Form, either $20.375 in cash or 0.4005 of a share of the common stock, par value $2.00 per share, of Bankshares (such consideration, the "Merger Consideration"), all upon the terms and subject to the conditions provided in the Merger Agreement. The undersigned, upon the terms and subject to the conditions specified in this Election Form and Letter of Transmittal and in the Merger Agreement, hereby (i) elects to receive cash for the shares of Community Bank Common Stock specified in Section 2 above (the "Cash Election Shares") and (ii) delivers (and, in the case of shares held in unregistered form, instructs each of its nominee(s) and the transfer agent for the Community Bank Common Stock to deliver) such Cash Election Shares and any other shares represented by the certificate(s) delivered herwith (collectively, the "Surrendered Shares") to the exchange agent, American Stock Transfer & Trust Company, for surrender in exchange for the Merger Consideration, in each case upon the terms and subject to the conditions specified in this Election Form and Letter of Transmittal and in the Merger Agreement. The undersigned represents and warrants that the undersigned has full power and authority to submit, sell, assign, transfer and surrender the Surrendered Shares free and clear of all liens, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents reasonably deemed appropriate or necessary by Bankshares in connection with the delivery, surrender or exchange of such Surrendered Shares and/or any related certificate(s). The undersigned irrevocably constitutes and appoints the exchange agent, American Stock Transfer & Trust Company, as the true and lawful agent and attorney-in-fact of the undersigned with full power of substitution to surrender the Surrendered Shares, together with any related certificate(s) and any accompanying evidence of transfer and authenticity, in exchange for the Merger Consideration as provided in the Merger Agreement. Delivery of any enclosed certificate(s) shall be effected, and the risk of loss to such certificate(s) shall pass, only upon proper delivery thereof to the exchange agent. All authority herein conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. X

Appears in 2 contracts

Samples: Mercantile Bankshares Corp, Mercantile Bankshares Corp

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Required Signatures. Community Bank Xxxxx Xxxxxx shareholders making an election must sign below. Pursuant to the Agreement and Plan of Merger, dated as of January 24March 27, 2005 2006 (as may be amended from time to time, the "Merger Agreement"), among Community Bank of Northern Virginiabetween Xxxxx Xxxxxx Bancorp, Inc., a Virginia bank corporation ("Community BankXxxxx Xxxxxx"), ) and Mercantile Bankshares Corporation, a Maryland corporation ("Bankshares"), and Mercantile-Safe Deposit and Trust Company, a Maryland bank and wholly-owned subsidiary of Bankshares ("MSD&T"), ) each outstanding share of the common stock, par value $0.3331/3 1.00 per share, of Community Bank Xxxxx Xxxxxx (the "Community Bank Xxxxx Xxxxxx Common Stock") will be converted into the right to receive, without interest and subject to the proration procedures described therein and in this Letter of Transmittal and Election Form, either $20.375 23.50 in cash or 0.4005 0.6033 of a share of the common stock, par value $2.00 per share, of Bankshares (such consideration, the "Merger Consideration"), all upon the terms and subject to the conditions provided in the Merger Agreement. The undersigned, upon the terms and subject to the conditions specified in this Election Form and Letter of Transmittal and in the Merger Agreement, hereby (i) elects to receive cash for the shares of Community Bank Xxxxx Xxxxxx Common Stock specified in Section 2 above (the "Cash Election Shares") and (ii) delivers (and, in the case of shares held in unregistered form, instructs each of its nominee(s) and the transfer agent for the Community Bank Xxxxx Xxxxxx Common Stock to deliver) such Cash Election Shares and any other shares represented by the certificate(s) delivered herwith herewith (collectively, the "Surrendered Shares") to the exchange agent, American Stock Transfer & Trust Company, for surrender in exchange for the Merger Consideration, in each case upon the terms and subject to the conditions specified in this Election Form and Letter of Transmittal and in the Merger Agreement. The undersigned represents and warrants that the undersigned has full power and authority to submit, sell, assign, transfer and surrender the Surrendered Shares free and clear of all liens, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents reasonably deemed appropriate or necessary by Bankshares in connection with the delivery, surrender or exchange of such Surrendered Shares and/or any related certificate(s). The undersigned irrevocably constitutes and appoints the exchange agent, American Stock Transfer & Trust Company, as the true and lawful agent and attorney-in-fact of the undersigned with full power of substitution to surrender the Surrendered Shares, together with any related certificate(s) and any accompanying evidence of transfer and authenticity, in exchange for the Merger Consideration as provided in the Merger Agreement. Delivery of any enclosed certificate(s) shall be effected, and the risk of loss to such certificate(s) shall pass, only upon proper delivery thereof to the exchange agent. All authority herein conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. X

Appears in 1 contract

Samples: Mercantile Bankshares Corp

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Required Signatures. Community Bank shareholders CNB stockholders making an election must sign below. Pursuant to the Agreement and Plan of Merger, dated as of January 24December 13, 2005 2006 (as may be amended from time to time, the "Merger Agreement"), among Community Bank of Northern Virginiaby and between Sxxxx Spring Bancorp, a Virginia bank ("Community Bank"), Mercantile Bankshares CorporationInc., a Maryland corporation ("Bankshares")“Bancorp”) and CN Bancorp, and Mercantile-Safe Deposit and Trust CompanyInc., a Maryland bank and wholly-owned subsidiary of Bankshares corporation ("MSD&T"“CNB”), each outstanding share of the common stock, par value $0.3331/3 10.00 per share, of Community Bank CNB (the "Community Bank “CNB Common Stock") will be converted into the right to receive, without interest and subject to the proration procedures described therein and in this Letter of Transmittal and Election Form, either $20.375 25.00 in cash or 0.4005 0.6657 of a share of the common stock, par value $2.00 1.00 per share, of Bankshares Bancorp (such consideration, the "Merger Consideration"), all upon the terms and subject to the conditions provided in the Merger Agreement. The undersigned, upon the terms and subject to the conditions specified in this Election Form and Letter of Transmittal and in the Merger Agreement, hereby (i) elects to receive cash for the shares of Community Bank CNB Common Stock specified in Section 2 above (the "Cash Election Shares") and (ii) delivers (and, in the case of shares held in unregistered formfor which the undersigned is not the record holder, instructs each of its nominee(s) and the transfer agent for the Community Bank CNB Common Stock to deliver) such Cash Election Shares and any other shares represented by the certificate(s) delivered herwith herewith (collectively, the "Surrendered Shares") to the exchange agent, American Stock Transfer & Trust Company, for surrender in exchange for the Merger Consideration, in each case upon the terms and subject to the conditions specified in this Election Form and Letter of Transmittal and in the Merger Agreement. The undersigned represents and warrants that the undersigned has full power and authority to submit, sell, assign, transfer and surrender the Surrendered Shares free and clear of all liens, charges and encumbrances and not subject to any adverse claim. The undersigned will, upon request, execute and deliver any additional documents reasonably deemed appropriate or necessary by Bankshares Bancorp in connection with the delivery, surrender or exchange of such Surrendered Shares and/or any related certificate(s). The undersigned irrevocably constitutes and appoints the exchange agent, American Stock Transfer & Trust Company, as the true and lawful agent and attorney-in-fact of the undersigned with full power of substitution to surrender the Surrendered Shares, together with any related certificate(s) and any accompanying evidence of transfer and authenticity, in exchange for the Merger Consideration as provided in the Merger Agreement. Delivery of any enclosed certificate(s) shall be effected, and the risk of loss to such certificate(s) shall pass, only upon proper delivery thereof to the exchange agent. All authority herein conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding on the heirs, personal representatives, successors and assigns of the undersigned. X.

Appears in 1 contract

Samples: Sandy Spring Bancorp Inc

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