Common use of Right to Merger Consideration Clause in Contracts

Right to Merger Consideration. Until surrendered and exchanged in accordance with this Section 3.3, Old Certificates shall, after the Effective Time, represent solely the right to receive in exchange therefor the Merger Consideration, together with any dividends or other distributions as provided in Section 3.3(f) below, and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the Merger Consideration into which the shares of MAF Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City any shares of National City Common Stock and funds (including any interest received with respect thereto) that National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City (subject to abandoned property, escheat or other similar Laws) with respect to the Merger Consideration deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party shall be liable to any holder of shares of MAF Common Stock for any shares of National City Common Stock (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Right to Merger Consideration. Until Subject to Subsection 2.3(e), until surrendered and exchanged in accordance with this Section 3.32.3, Old Certificates each Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the Merger Consideration, multiplied by the number of shares of Company Common Stock evidenced by such Certificate, together with any dividends or other distributions as provided in Section 3.3(fSections 2.3(e) belowand 2.3(f), and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the aggregate Merger Consideration into which the shares of MAF Company Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City the Surviving Corporation any shares of National City Common Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) with respect to the Merger Consideration shares of National City Common Stock and cash in lieu of fractional shares deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party party hereto shall be liable to any holder of shares of MAF Company Common Stock for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.

Right to Merger Consideration. Until surrendered and exchanged in accordance with this Section 3.3, each Old Certificates Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor a certificate, or at National City's option, evidence of shares in book entry form, representing the Merger Considerationnumber of shares of National City Common Stock (a "New Certificate") issuable to the holder of the Old Certificate under Article III above, together with any dividends or other distributions as provided in Section Sections 3.3(f) and 3.3(g) below, and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the Merger Consideration into which the shares of MAF Harbor Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City any shares of National City Common Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City (subject to abandoned property, escheat or other similar Laws) with respect to the Merger Consideration shares of National City Common Stock and cash in lieu of fractional shares deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party shall be liable to any holder of shares of MAF Harbor Common Stock for any shares of National City Common Stock (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Right to Merger Consideration. Until Subject to Section 2.3(e) below, until surrendered and exchanged in accordance with this Section 3.32.1 or 2.3, Old Certificates each Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the Merger Consideration, payable to the holder of the shares of Prairie Common Stock evidenced by such Certificate, together with any dividends or other distributions as provided in Section 3.3(fSections 2.3(e) and 2.3(f) below, and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation Integra shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to receive the ownership of the aggregate Merger Consideration into which the shares of MAF Prairie Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City the Surviving Corporation or its successor any shares of National City Integra Common Stock and funds (including any interest received with respect thereto) that National City which Integra has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look only to National City the Surviving Corporation or its successor (subject to abandoned property, escheat or other similar Lawslaws) with respect to the Merger Consideration Consideration, cash in lieu of fractional shares and dividends or distributions, if any, deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither the Exchange Agent nor any Party party hereto shall be liable to any holder of shares of MAF Prairie Common Stock for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.

Right to Merger Consideration. Until Subject to Section 2.3(e) below, until surrendered and exchanged in accordance with this Section 3.3Sections 2.1 or 2.3 above, Old Certificates each Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the appropriate Merger Consideration, multiplied by the number of shares of Company Common Stock or Company Preferred Stock, as the case may be, evidenced by such Certificate, together with any dividends or other distributions as provided in Section 3.3(fSections 2.3(e) and 2.3(f) below, and shall have no other rightsrights except as otherwise required by applicable law. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the aggregate Merger Consideration into which the shares of MAF Company Common Stock or Company Preferred Stock, as the case may be, represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City Surviving Corporation any shares of National City Common Stock and National City Preferred Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) with respect to the Merger Consideration shares of National City Common Stock (and cash in lieu of fractional shares) and shares of National City Preferred Stock deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party party hereto shall be liable to any holder of shares of MAF Company Common Stock or Company Preferred Stock, as the case may be, for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.

Right to Merger Consideration. Until Subject to Section 3.6(e) below, until surrendered and exchanged in accordance with this Section 3.33.6, each Old Certificates Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the Merger Consideration, together with any dividends or other distributions as provided in Section 3.3(fSections 3.6(e) and 3.6(f) below, and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the aggregate Merger Consideration into which the shares of MAF Fidelity Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City any shares of National City Common Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City (subject to abandoned property, escheat or other similar Laws) with respect to the Merger Consideration shares of National City Common Stock and cash in lieu of fractional shares deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party party hereto shall be liable to any holder of shares of MAF Fidelity Common Stock for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Right to Merger Consideration. Until Subject to Subsection 2.3(e), until surrendered and exchanged in accordance with this Section 3.32.3, Old Certificates each Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the appropriate Merger Consideration, multiplied by the number of shares of Company Common Stock or Company Series 1 Stock, as the case may be, evidenced by such Certificate, together with any dividends or other distributions as provided in Section 3.3(fSections 2.3(e) belowand 2.3(f), and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the aggregate Merger Consideration into which the shares of MAF Company Common Stock or Company Series 1 Stock, as the case may be, represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City the Surviving Corporation any shares of National City Common Stock and National City Preferred Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) with respect to the Merger Consideration shares of National City Common Stock (and cash in lieu of fractional shares) and shares of National City Preferred Stock deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party party hereto shall be liable to any holder of shares of MAF Company Common Stock or Company Series 1 Stock, as the case may be, for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.

Right to Merger Consideration. Until Subject to Subsection 2.3(e), until surrendered and exchanged in accordance with this Section 3.32.3, Old Certificates each Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the appropriate Merger Consideration, multiplied by the number of shares of Company Common Stock or Company Series 1 Stock, as the case may be, evidenced by such Certificate, together with any dividends or other distributions as provided in Section 3.3(fSections 2.3(e) belowand 2.3(f), and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to the ownership of the aggregate Merger Consideration into which the shares of MAF Company Common Stock or Company Series 1 Stock, as the case may be, represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City the Surviving Corporation any shares of National City Common Stock and National City Preferred Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look to National City the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) with respect to the Merger Consideration shares of National City Common Stock (and cash in lieu of fractional shares) and shares of National City Preferred Stock deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither Exchange Agent nor any Party party hereto shall be liable to any holder of 4 9 shares of MAF Company Common Stock or Company Series 1 Stock, as the case may be, for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.law. (e)

Right to Merger Consideration. Until Subject to Section 2.3(e) below, until surrendered and exchanged in accordance with this Section 3.32.1 or 2.3, Old Certificates each Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the Merger Consideration, payable to the holder of the shares of Allegiant Common Stock evidenced by such Certificate, together with any dividends or other distributions as provided in Section 3.3(fSections 2.3(e) and 2.3(f) below, and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to receive the ownership of the aggregate Merger Consideration into which the shares of MAF Allegiant Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City the Surviving Corporation any shares of National City Common Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look only to National City the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) with respect to the Merger Consideration shares of National City Common Stock and cash in lieu of fractional shares deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither the Exchange Agent nor any Party party hereto shall be liable to any holder of shares of MAF Allegiant Common Stock for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.

Right to Merger Consideration. Until Subject to Section 2.3(e) below, ----------------------------- until surrendered and exchanged in accordance with this Section 3.32.1 or 2.3, Old Certificates each Certificate shall, after the Effective Time, represent solely the right to receive in exchange therefor the Merger Consideration, payable to the holder of the shares of Allegiant Common Stock evidenced by such Certificate, together with any dividends or other distributions as provided in Section 3.3(fSections 2.3(e) and 2.3(f) below, and shall have no other rights. From and after the Effective Time, National City and the Surviving Corporation shall be entitled to treat such Old Certificates that have not yet been surrendered for exchange as evidencing the right to receive the ownership of the aggregate Merger Consideration into which the shares of MAF Allegiant Common Stock represented by such Old Certificates may be converted, notwithstanding any failure to surrender such Old Certificates. One hundred eighty (180) days following the Effective Time, the Exchange Agent shall deliver to National City the Surviving Corporation any shares of National City Common Stock and funds (including any interest received with respect thereto) that which National City has made available to the Exchange Agent and which have not been disbursed to holders of Old Certificates, and thereafter such holders shall be entitled to look only to National City the Surviving Corporation (subject to abandoned property, escheat or other similar Lawslaws) with respect to the Merger Consideration shares of National City Common Stock and cash in lieu of fractional shares deliverable or payable upon due surrender of their Old Certificates, together with any dividends or other distributions as provided in Section 3.3(f) below. Neither the Exchange Agent nor any Party party hereto shall be liable to any holder of shares of MAF Allegiant Common Stock for any shares of National City Common Stock Merger Consideration (or dividends, distributions or interest with respect thereto) delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaw.