Common use of Rights of Former Seller Shareholders Clause in Contracts

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Shares immediately prior to the Effective Time and no transfer of Seller Shares by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement, each certificate theretofore representing shares of Seller Shares shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of Seller Shares shall be entitled to vote after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares into which their respective shares of Seller Shares are converted, regardless of whether such holders have exchanged their certificates representing Seller Shares for certificates representing Buyer Shares in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Buyer Shares as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time until such holder surrenders such certificate for exchange as provided in Section 2.1 of this Agreement. However, upon surrender of such Seller Shares certificate, the Buyer Shares certificate, together with all such undelivered dividends or other distributions without interest, shall be delivered and paid with respect to each share represented by such certificate.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of shares of Seller Shares Common Stock immediately prior to the Effective Time and no transfer of share of Seller Shares Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement2.1, each certificate Certificate theretofore representing shares of Seller Shares Common Stock (other than shares to be canceled pursuant to Section 1.4(b) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.6) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of shares of Seller Shares Common Stock shall be entitled to vote vote, provided such shares of Seller Common Stock have voting rights, after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates Certificates representing shares of Seller Shares Common Stock for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement2.1. However, upon surrender of such Seller Shares certificateCertificate, both the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate. No interest shall be payable with respect to any cash to be paid under Section 1.4 of this Agreement except to the extent required in connection with the exercise of dissenters’ rights of appraisal.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of shares of Seller Shares Common Stock immediately prior to the Effective Time and no transfer of shares of Seller Shares Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement2.1, each certificate theretofore representing shares of Seller Shares Common Stock (other than shares to be canceled pursuant to Section 1.4(c) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.6) shall from and after the Effective Time represent for all purposes only the right to receive the Common Stock Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of shares of Seller Shares Common Stock shall be entitled to vote vote, provided such shares of Seller Common Stock have voting rights, after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates representing shares of Seller Shares Common Stock for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement2.1. However, upon surrender of such Seller Shares certificateCertificate, both the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate. No interest shall be payable with respect to any cash to be paid under Section 1.4 of this Agreement except to the extent required in connection with the exercise of dissenters’ rights of appraisal.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of shares of Seller Shares Common Stock immediately prior to the Effective Time and no transfer of shares of Seller Shares Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement2.1, each certificate Certificate theretofore representing shares of Seller Shares Common Stock (other than shares to be canceled pursuant to Section 1.4(b) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.6) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of shares of Seller Shares Common Stock shall be entitled to vote vote, provided such shares of Seller Common Stock have voting rights, after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates Certificates representing shares of Seller Shares Common Stock for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement2.1. However, upon surrender of such Seller Shares certificateCertificate, both the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate. No interest shall be payable with respect to any cash to be paid under Section 1.4 of this Agreement except to the extent required in connection with the exercise of dissenters’ rights of appraisal.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of shares of Seller Shares Common Stock immediately prior to the Effective Time and no transfer of shares of Seller Shares Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement2.1, each certificate Certificate and each book entry notation theretofore representing ownership of shares of Seller Shares Common Stock (other than shares to be canceled pursuant to Section 1.4(b) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.7) shall from and after the Effective Time represent for all purposes only the right to receive the applicable form of Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of shares of Seller Shares Common Stock shall be entitled to vote after the Effective Time at any meeting of shareholders of Buyer shareholders the number of whole shares of Buyer Shares Common Stock, if any, into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates representing shares of Seller Shares Common Stock for certificates or book entry notations representing ownership of Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Common Stock until such holder surrenders such certificate shares for exchange as provided in Section 2.1 and only if and to the extent such holder is entitled to receive shares of this AgreementBuyer Common Stock in such exchange. However, upon surrender of such Seller Shares certificateapplicable form of Merger Consideration, the applicable number of shares of Buyer Shares certificateCommon Stock (together, together if applicable, with all such undelivered dividends or other distributions without interest, distributions) shall be delivered and paid with respect to each share represented by such certificateof Seller Common Stock properly surrendered. No interest shall be payable with respect to any cash to be paid under Sections 1.5, 1.7, 1.9 or 2.2 except to the extent required in connection with the exercise of dissenters’ rights of appraisal.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Shares Common Stock immediately prior to the Effective Time and no transfer of Seller Shares Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement4.1, each certificate Certificate theretofore representing shares of Seller Shares Common Stock (other than shares to be canceled pursuant to Section 3.1(d) or as to which statutory dissenters’ rights have been perfected as provided in Section 3.3) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Merger Consideration provided in Article 3 in exchange therefor. To the extent permitted by lawLaw, former holders of record of Seller Shares Common Stock shall be entitled to vote after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Seller Shares for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate (or the documents required by Section 4.1(b) for a lost, stolen, mislaid or destroyed Certificate) for exchange as provided in Section 2.1 of this Agreement4.1. However, upon surrender of such Seller Shares certificateCertificate (or the documents required by Section 4.1(b) for a lost, stolen, mislaid or destroyed Certificate), both the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate. No interest shall be payable with respect to any cash to be paid under Section 4.1 of this Agreement.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders and no transfer of Seller Shares immediately Common Stock by any holder of such shares prior to the Effective Time and no transfer of Seller Shares by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement4.1, each certificate Certificate theretofore representing shares of Seller Common Stock (other than shares to be canceled pursuant to Sections 3.1(e) or which are Dissenters Shares shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration provided in Article 3 in exchange therefortherefore. To the extent permitted by lawapplicable provisions of the FBCA, former holders shareholders of record of Seller Shares shall be entitled to vote after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Seller Shares Certificates for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer SharesCommon Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Buyer Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement4.1. However, upon surrender of such Seller Shares certificateCertificate, the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) shall be delivered and paid with respect to each share of Seller Common Stock represented by such certificateCertificate.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Shares Common Stock immediately prior to the Effective Time and no transfer of Seller Shares Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement2.1, each certificate theretofore representing shares of Seller Shares Common Stock (other than shares to be canceled pursuant to Section 1.4(c) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.6) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration consideration provided in Section 1.4 in exchange therefortherefore. To the extent permitted by lawLaw, former holders of record of Seller Shares Common Stock shall be entitled to vote after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Seller Shares Common Stock for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement2.1. However, upon surrender of such Seller Shares certificateCertificate, both the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate. No interest shall be payable with respect to any cash to be paid under Section 1.4 of this Agreement except to the extent required in connection with the exercise of dissenters’ rights of appraisal.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of shares of Seller Shares Common Stock immediately prior to the Effective Time and no transfer of shares of Seller Shares Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement2.1, each certificate Certificate theretofore representing shares of Seller Shares Common Stock (other than shares to be canceled pursuant to Section 1.4(b) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.6) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of shares of Seller Shares Common Stock shall be entitled to vote after the Effective Time at any meeting of shareholders of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates Certificates representing Seller Shares Common Stock for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement2.1. However, upon surrender of such Seller Shares certificateCertificate, the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interestdistributions) and the Cash Payment, if any, shall be delivered and paid with respect to each share represented by such certificateCertificate. No interest shall be payable with respect to any cash to be paid under Section 1.4, Section 1.8 or Section 2.2 except to the extent required in connection with the exercise of dissenters’ rights of appraisal.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders of Seller Shares immediately prior to the Effective Time and no transfer of Seller Shares by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement2.1, each certificate theretofore representing shares of Seller Shares (other than shares to be canceled pursuant to Section 1.4(c) or as to which statutory dissenters’ rights of appraisal have been perfected as provided in Section 1.6) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration in exchange therefor. To the extent permitted by law, former holders of record of Seller Shares shall be entitled to vote vote, provided such Seller Shares have voting rights, after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares are converted, regardless of whether such holders have exchanged their certificates representing Seller Shares for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer Shares, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no No dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement2.1. However, upon surrender of such Seller Shares certificateCertificate, both the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) and any undelivered dividends and cash payments payable hereunder (without interest) shall be delivered and paid with respect to each share represented by such certificateCertificate. No interest shall be payable with respect to any cash to be paid under Section 1.4 of this Agreement except to the extent required in connection with the exercise of dissenters’ rights of appraisal.

Rights of Former Seller Shareholders. At the Effective Time, the stock transfer books of Seller shall be closed as to holders and no transfer of Seller Shares immediately Common Stock by any holder of such shares prior to the Effective Time and no transfer of Seller Shares by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of Section 2.1 of this Agreement4.1, each certificate Certificate theretofore representing shares of Seller Common Stock (other than shares to be canceled pursuant to Sections 3.1(e) or which are Dissenters Shares shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration provided in Article 3 in exchange therefor. To the extent permitted by lawapplicable provisions of the FBCA, former holders shareholders of record of Seller Shares shall be entitled to vote after the Effective Time at any meeting of Buyer shareholders the number of whole shares of Buyer Shares Common Stock into which their respective shares of Seller Shares Common Stock are converted, regardless of whether such holders have exchanged their certificates representing Seller Shares Certificates for certificates representing Buyer Shares Common Stock in accordance with the provisions of this Agreement. Whenever a dividend or other distribution is declared by the Buyer on the Buyer SharesCommon Stock, the record date for which is at or after the Effective Time, the declaration shall include dividends or other distributions on all shares of Buyer Common Stock issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Buyer Shares Common Stock as of any time subsequent to the Effective Time shall be delivered to the holder of any certificate representing shares of Seller Shares issued and outstanding at the Effective Time Certificate until such holder surrenders such certificate Certificate for exchange as provided in Section 2.1 of this Agreement4.1. However, upon surrender of such Seller Shares certificateCertificate, the Buyer Shares certificate, Common Stock certificate (together with all such undelivered dividends or other distributions without interest, ) shall be delivered and paid with respect to each share of Seller Common Stock represented by such certificateCertificate.