Common use of At the Effective Date Clause in Contracts

At the Effective Date. (a) Each issued and outstanding share of common stock of First National shall, by virtue of the reorganization and merger and without any action on the part of the holder thereof, be converted into and exchangeable for 10 shares of common stock of Holding Company. From and after the Effective Date, each outstanding stock certificate theretofore representing shares of First National common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted. First National stock certificates shall be exchanged for Holding Company stock certificates in the manner set forth in Section 2.3 below; (b) Holding Company shall repurchase at the original selling price any shares of Holding Company common stock owned by the Incorporators and Directors of Holding Company immediately prior to the Effective Date and such shares of common stock of Holding Company shall be cancelled; (c) Surviving Bank shall issue to Holding Company 33,000 shares of its common stock. (d) All certificates which before the Effective Date evidenced the share of Interim Bank common stock owned by the Holding Company immediately before the Effective Date shall be cancelled on the Effective Date. (a) As soon as practicable but in any event within six (6) months after the Effective Date, First National shareholders will be issued the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted as described in Section 2.2(a) above and Holding Company shall mail to each holder of record of a certificate or certificates representing outstanding shares of First National common stock ("Certificates"), a form letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Holding Company) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Holding Company common stock. Upon surrender of a Certificate for exchange and cancellation to Holding Company together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing shares of Holding Company common stock and the Certificate so surrendered shall forthwith be cancelled. (b) No dividends or other distributions declared after the Effective Date with respect to Holding Company common stock or First National common stock shall be distributed by Holding Company to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate. Subject to the effect, if any, of applicable law, after the subsequent surrender and exchange of a Certificate, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Holding Company common stock exchanged for such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of Holding Company common stock for which his or her First National common stock are exchanged. (c) If any certificate representing shares of Holding Company common stock is to be transferred in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the transfer thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to Holding Company in advance any transfer or other taxes required by reason of the transfer of a certificate representing shares of Holding Company common stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of Holding Company that such tax has been paid or is not payable. (d) After the Effective Date there shall be no transfers on the stock transfer books of First National of the shares of First National common stock which were outstanding immediately prior to the Effective Date. If, after the Effective Date, Certificates representing such shares are presented for transfer to First National, they shall be cancelled and exchanged for certificates representing shares of Holding Company common stock as provided in this Article 2. (e) Replacements for any such Certificates which have been stolen or lost may be obtained according to the usual procedures of First National in order to permit the surrender of such replacement Certificates.

At the Effective Date. (a) Each Except as provided below, each issued and outstanding share of common stock of First National shall, by virtue of the reorganization and merger and without any action on the part of the holder thereof, be converted into and exchangeable for 10 shares of common stock of Holding Company. From and after the Effective Date, each outstanding stock certificate theretofore representing shares of First National common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted. First National stock certificates shall be exchanged for Holding Company stock certificates in the manner set forth in Section 2.3 below; (b) Holding Company shall repurchase at the original selling price any shares of Holding Company common stock owned by the Incorporators and Directors of Holding Company immediately prior to the Effective Date and such shares of common stock of Holding Company shall be cancelled; (c) Surviving Bank shall issue to Holding Company 33,000 shares of its common stock. (d) All certificates which before the Effective Date evidenced the share of Interim Bank common stock owned by the Holding Company immediately before the Effective Date shall be cancelled on the Effective Date. (a) As soon as practicable but in any event within six (6) months after the Effective Date, First National shareholders (other than Holding Company) will be issued the number of shares of Holding Company common stock into which such shares of First National common stock shall have been converted as described in Section 2.2(a) above and Holding Company shall mail to each holder of record of a certificate or certificates representing outstanding shares of First National common stock ("Certificates"), a form letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Holding Company) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Holding Company common stock. Upon surrender of a Certificate for exchange and cancellation to Holding Company together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing shares of Holding Company common stock and the Certificate so surrendered shall forthwith be cancelled. (b) No dividends or other distributions declared after the Effective Date with respect to Holding Company common stock or First National common stock shall be distributed by Holding Company to the holder of any unsurrendered Certificate (other than Holding Company) until the holder thereof shall surrender such Certificate. Subject to the effect, if any, of applicable law, after the subsequent surrender and exchange of a Certificate, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Holding Company common stock exchanged for such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of Holding Company common stock for which his or her First National common stock are exchanged. (c) If any certificate representing shares of Holding Company common stock is to be transferred in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the transfer thereof that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to Holding Company in advance any transfer or other taxes required by reason of the transfer of a certificate representing shares of Holding Company common stock in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of Holding Company that such tax has been paid or is not payable. (d) After the Effective Date there shall be no transfers on the stock transfer books of First National of the shares of First National common stock which were outstanding immediately prior to the Effective Date. If, after the Effective Date, Certificates representing such shares are presented for transfer to First National, they shall be cancelled and exchanged for certificates representing shares of Holding Company common stock as provided in this Article 2. (e) Replacements for any such Certificates which have been stolen or lost may be obtained according to the usual procedures of First National in order to permit the surrender of such replacement Certificates.