Manner of Exchange. (a) Shareholders who elect to exchange some or all of their shares of American National Common Stock for cash must submit to American National certificates for the shares being exchanged for cash at or prior to the meeting of American National's shareholders referred to in Section 4.2. If the Holding Company Merger is approved by American National's shareholders at this meeting, a shareholder's election to receive cash is irrevocable and American National will retain certificates for shares submitted for cash purchase until either (i) termination of this Agreement, upon which American National will return such certificates, or (ii) the Effective Time of the Holding Company Merger, when ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Exchange Agent") will exchange such certificates for cash to the extent required by this Agreement and the Holding Company Plan of Merger. (b) After the Effective Time of the Holding Company Merger, each holder of a certificate for theretofore outstanding shares of American National Common Stock, upon surrender of such certificate to the Exchange Agent (unless previously surrendered to American National in connection with exercise of the cash option), accompanied by a Letter of Transmittal, shall be entitled to receive in exchange therefor the number of full shares of Crestar Common Stock for which shares of American National Common Stock shall have been exchanged or cash if the cash option is properly elected, or a combination of Crestar Common Stock and cash if the cash option is elected for part of a holder's American National shares. In the event of proration, a combination of cash and Crestar Common Stock shall be issued in exchange for American National Common Stock. Until so surrendered, each outstanding certificate which, prior to the Effective Time of the Holding Company Merger, represented American National Common Stock will be deemed to evidence the right to receive either (i) the number of full shares of Crestar Common Stock into which the shares of American National Common Stock represented thereby may be converted in accordance with the Exchange Ratio or (ii) the Common Stock Price Per Share multiplied by the number of shares of American National Common Stock represented by such certificate (subject to all applicable withholding taxes) in cash if the cash option provided in subsection 2.1(c) was properly elected by a holder of American National Common Stock, or (iii) a combination thereof; and, after the Effective Time of the Holding Company Merger (unless the cash option was properly elected) will be deemed for all corporate purposes of Crestar to evidence ownership of the number of full shares of Crestar Common Stock into which the shares of American National Common Stock represented thereby were converted. (c) Until outstanding certificates formerly representing American National Common Stock are surrendered in exchange for Crestar Common Stock, no dividend payable to holders of record of Crestar Common Stock for any period as of any date subsequent to the Effective Time of the Holding Company Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Holding Company Merger, there shall be no further registry of transfer on the records of American National of shares of American National Common Stock. If a certificate representing such shares is presented to Crestar, it shall be canceled and exchanged for a certificate representing shares of Crestar Common Stock as herein provided. Upon surrender of certificates of American National Common Stock in exchange for Crestar Common Stock, there shall be paid to the recordholder of the certificates of Crestar Common Stock issued in exchange therefor (i) the amount of dividends theretofore paid for such full shares of Crestar Common Stock as of any date subsequent to the Effective Time of the Holding Company Merger which have not yet been paid to a public official pursuant to abandoned property laws and (ii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Holding Company Merger but prior to surrender and a payment date subsequent to surrender. No interest shall be payable on such dividends upon surrender of outstanding certificates. (d) At the Effective Time of the Holding Company Merger, each share of American National Common Stock held by Crestar shall be canceled, retired and cease to exist. (e) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding options to acquire American National Common Stock that were granted under the 1993 Stock Option Plan for Outside Directors, the 1993 Stock Incentive Plan, and the 1996 Stock Option Plan ("American National Options," as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into options to acquire Crestar Common Stock ("Crestar Options"). The exercise price per share of Crestar Common Stock under a Crestar Option shall be equal to the exercise price per share of American National Common Stock under the American National Option divided by the Exchange Ratio (rounded up to the nearest cent). The number of shares of Crestar Common Stock subject to a Crestar Option shall be equal to the number of shares of American National Common Stock subject to the American National Option multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentences regarding the price of, and number of shares of Crestar Common Stock subject to a Crestar Option, the terms of the Crestar Option shall be the same as the terms of the American National Option. (f) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding awards of restricted stock (including accumulated dividends payable in stock, if any) that were granted under the 1993 Recognition and Retention Plan for Outside Directors, the 1993 Employees Recognition and Retention Plan, the 1996 Recognition and Retention Plan and any other restricted stock award granted to an employee or director of American National or Savings Bank ("American National Restricted Stock Awards" as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into restricted awards of Crestar Common Stock equal to the number of shares of American National Common Stock subject to the American National Restricted Awards multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentence, the terms of the American National Restricted Stock Awards shall not be changed.
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Sources: Agreement and Plan of Reorganization (American National Bancorp Inc)
Manner of Exchange. (a) Shareholders who elect to exchange some or all of their shares of American National Common Stock for cash must submit to American National certificates for the shares being exchanged for cash at or prior to the meeting of American National's shareholders referred to in Section 4.2. If the Holding Company Merger is approved by American National's shareholders at this meeting, a shareholder's election to receive cash is irrevocable and American National will retain certificates for shares submitted for cash purchase until either (i) termination of this Agreement, upon which American National will return such certificates, or (ii) the Effective Time of the Holding Company Merger, when ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Exchange Agent") will exchange such certificates for cash to the extent required by this Agreement and the Holding Company Plan of Merger.
(b) After the Effective Time of the Holding Company Merger, except for persons exercising their rights as dissenting shareholders of First National, each holder shareholder of a certificate for theretofore outstanding shares First National, upon surrender to Premier of American certificates representing First National Common Stock, upon surrender of such certificate to the Exchange Agent (unless previously surrendered to American National in connection with exercise of the cash option), accompanied by a Letter of Transmittal, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Crestar Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration for which shares of American First National Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged or cash if as provided in this Section 5. After the cash option is properly elected, or a combination Effective Time of Crestar Common Stock and cash if the cash option is elected for part of a holder's American National shares. In the event of proration, a combination of cash and Crestar Common Stock shall be issued in exchange for American National Common Stock. Until so surrenderedMerger, each outstanding certificate which, prior to the Effective Time of the Holding Company Merger, represented American National Common Stock will be deemed to evidence the right to receive either (i) the number of full shares of Crestar Common Stock into which the shares of American National Common Stock represented thereby may be converted in accordance with the Exchange Ratio or (ii) the Common Stock Price Per Share multiplied by the number of shares of American National Common Stock represented by such certificate (subject to all applicable withholding taxes) in cash if the cash option provided in subsection 2.1(c) was properly elected by a holder of American First National Common Stock, or (iii) a combination thereof; and, after the Effective Time of the Holding Company Merger (unless the cash option was properly elected) will be deemed for all corporate purposes of Crestar Premier to evidence ownership of the number of full shares of Crestar Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration into which the shares of American First National Common Stock represented thereby were converted.
(c) . Until such outstanding certificates formerly representing American First National Common Stock are surrendered in exchange for Crestar Common Stocksurrendered, no dividend payable to holders of record of Crestar Premier Common Stock for any period as of any date subsequent to the Effective Time of the Holding Company Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Holding Company Merger, Merger there shall be no further registry of transfer transfers on the records of American First National of shares of American First National Common Stock. If a certificate representing such shares is presented to Crestar, it shall be canceled and exchanged for a certificate representing shares of Crestar Common Stock as herein provided. Upon surrender of certificates of American First National Common Stock in for exchange for Crestar Premier Common Stock, there shall be paid to the recordholder record holder of the certificates of Crestar Premier Common Stock Stock, Cash Consideration and Additional Cash Consideration issued in exchange therefor (i) the amount of dividends theretofore paid for with respect to such full shares of Crestar Premier Common Stock as of any date subsequent to the Effective Time of the Holding Company Merger which have not yet been paid to a public official pursuant to abandoned property laws and (ii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Holding Company Merger Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable on with respect to such dividends upon surrender of outstanding certificates.
(d) At the Effective Time of the Holding Company Merger, each share of American National Common Stock held by Crestar shall be canceled, retired and cease to exist.
(e) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding options to acquire American National Common Stock that were granted under the 1993 Stock Option Plan for Outside Directors, the 1993 Stock Incentive Plan, and the 1996 Stock Option Plan ("American National Options," as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into options to acquire Crestar Common Stock ("Crestar Options"). The exercise price per share of Crestar Common Stock under a Crestar Option shall be equal to the exercise price per share of American National Common Stock under the American National Option divided by the Exchange Ratio (rounded up to the nearest cent). The number of shares of Crestar Common Stock subject to a Crestar Option shall be equal to the number of shares of American National Common Stock subject to the American National Option multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentences regarding the price of, and number of shares of Crestar Common Stock subject to a Crestar Option, the terms of the Crestar Option shall be the same as the terms of the American National Option.
(f) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding awards of restricted stock (including accumulated dividends payable in stock, if any) that were granted under the 1993 Recognition and Retention Plan for Outside Directors, the 1993 Employees Recognition and Retention Plan, the 1996 Recognition and Retention Plan and any other restricted stock award granted to an employee or director of American National or Savings Bank ("American National Restricted Stock Awards" as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into restricted awards of Crestar Common Stock equal to the number of shares of American National Common Stock subject to the American National Restricted Awards multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentence, the terms of the American National Restricted Stock Awards shall not be changed.
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Manner of Exchange. (a) Shareholders who elect to exchange some or all of their shares of American National Common Stock for cash must submit to American National certificates for the shares being exchanged for cash at or prior to the meeting of American National's shareholders referred to in Section 4.2. If the Holding Company Merger is approved by American National's shareholders at this meeting, a shareholder's election to receive cash is irrevocable and American National will retain certificates for shares submitted for cash purchase until either (i) termination of this Agreement, upon which American National will return such certificates, or (ii) the Effective Time of the Holding Company Merger, when ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Exchange Agent") will exchange such certificates for cash to the extent required by this Agreement and the Holding Company Plan of Merger.
(b) After the Effective Time of the Holding Company Merger, except for persons exercising their rights as dissenting shareholders of Traders, each holder of a certificate for theretofore evidencing outstanding shares of American National Traders Common Stock, upon surrender of such certificate to the Exchange Agent (unless previously surrendered to American National in connection with exercise of the cash option)certificate, accompanied by a Letter of Transmittal, to Premier shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Crestar Premier Common Stock for which shares of American National Traders Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged or as provided in this Section 2, plus cash if the cash option is properly electedas provided in Section 2.2(a), or a combination of Crestar Common Stock and cash if the cash option is elected for part of a holder's American National shares. In the event of proration, a combination of cash and Crestar Common Stock shall be issued in exchange for American National Common Stockwithout interest. Until so surrendered, each outstanding certificate which, prior to the Effective Time of the Holding Company Merger, represented American National Traders Common Stock will be deemed to evidence the right to receive either the Cash Consideration (iwithout interest) plus the number of full shares of Crestar Premier Common Stock into which the shares of American National Traders Common Stock represented thereby may be converted in accordance with the Exchange Ratio or (ii) the Common Stock Price Per Share multiplied by the number of shares of American National Common Stock represented by such certificate (subject to all applicable withholding taxes) in cash if the cash option provided in subsection 2.1(c) was properly elected by a holder of American National Common Stockconverted, or (iii) a combination thereof; and, after the Effective Time of the Holding Company Merger (unless the cash option was properly elected) and will be deemed for all corporate purposes of Crestar Premier to evidence ownership of the number of full shares of Crestar Premier Common Stock and Cash Consideration into which the shares of American National Traders Common Stock represented thereby were converted.
(c) . Until such outstanding certificates formerly representing American National Traders Common Stock are surrendered in exchange for Crestar Common Stocksurrendered, no dividend payable to holders of record of Crestar Premier Common Stock for any period as of any date subsequent to the Effective Time of the Holding Company Merger shall be paid to the holder of such outstanding certificates in respect thereofthereof and no interest will be paid on the Cash Consideration. After the Effective Time of the Holding Company Merger, Merger there shall be no further registry of transfer transfers on the records of American National Traders of shares of American National Traders Common Stock. If a certificate representing such shares is presented to Crestar, it shall be canceled and exchanged for a certificate representing shares of Crestar Common Stock as herein provided. Upon surrender of certificates of American National Traders Common Stock in for exchange for Crestar Premier Common Stock, there shall be paid to the recordholder record holder of the certificates of Crestar Premier Common Stock issued in exchange therefor (i) the Cash Consideration, (ii) the amount of dividends theretofore paid for with respect to such full shares of Crestar Premier Common Stock as of any date subsequent to the Effective Time of the Holding Company Merger which have not yet been paid to a public official pursuant to abandoned property laws and (iiiii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Holding Company Merger Merger, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable on with respect to such dividends or Cash Consideration upon surrender of outstanding certificates.
(d) At the Effective Time of the Holding Company Merger, each share of American National Common Stock held by Crestar shall be canceled, retired and cease to exist.
(e) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding options to acquire American National Common Stock that were granted under the 1993 Stock Option Plan for Outside Directors, the 1993 Stock Incentive Plan, and the 1996 Stock Option Plan ("American National Options," as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into options to acquire Crestar Common Stock ("Crestar Options"). The exercise price per share of Crestar Common Stock under a Crestar Option shall be equal to the exercise price per share of American National Common Stock under the American National Option divided by the Exchange Ratio (rounded up to the nearest cent). The number of shares of Crestar Common Stock subject to a Crestar Option shall be equal to the number of shares of American National Common Stock subject to the American National Option multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentences regarding the price of, and number of shares of Crestar Common Stock subject to a Crestar Option, the terms of the Crestar Option shall be the same as the terms of the American National Option.
(f) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding awards of restricted stock (including accumulated dividends payable in stock, if any) that were granted under the 1993 Recognition and Retention Plan for Outside Directors, the 1993 Employees Recognition and Retention Plan, the 1996 Recognition and Retention Plan and any other restricted stock award granted to an employee or director of American National or Savings Bank ("American National Restricted Stock Awards" as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into restricted awards of Crestar Common Stock equal to the number of shares of American National Common Stock subject to the American National Restricted Awards multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentence, the terms of the American National Restricted Stock Awards shall not be changed.
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Manner of Exchange. (a) Shareholders who elect to exchange some or all of their shares of American National Common Stock for cash must submit to American National certificates for the shares being exchanged for cash at or prior to the meeting of American National's shareholders referred to in Section 4.2. If the Holding Company Merger is approved by American National's shareholders at this meeting, a shareholder's election to receive cash is irrevocable and American National will retain certificates for shares submitted for cash purchase until either (i) termination of this Agreement, upon which American National will return such certificates, or (ii) the Effective Time of the Holding Company Merger, when ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (the "Exchange Agent") will exchange such certificates for cash to the extent required by this Agreement and the Holding Company Plan of Merger.
(b) After the Effective Time of the Holding Company Merger, each Each holder of a certificate for theretofore outstanding shares of American National Neocom Common Stock, upon surrender of such certificate to the Exchange Agent Company's registrar and transfer company (unless previously surrendered to American National in connection with exercise of the cash optionwhich shall act as exchange agent), accompanied by a Letter letter of Transmittal, transmittal or endorsed in blank or accompanied by a stock power shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of Crestar Sitestar Common Stock for which shares of American National Neocom Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged or cash if the cash option is properly elected, or a combination of Crestar Common Stock and cash if the cash option is elected for part of a holder's American National shares. In the event of proration, a combination of cash and Crestar Common Stock shall be issued in exchange for American National Common Stockas provided herein. Until so surrendered, each outstanding certificate whichcertificate, prior to the Effective Time of the Holding Company MergerTime, represented American National Neocom Common Stock will be deemed to evidence the right to receive either (i) the number of full shares of Crestar Sitestar Common Stock into which the shares of American National Neocom Common Stock represented thereby may be converted in accordance with the Exchange Ratio or (ii) the Common Stock Price Per Share multiplied by the number of shares of American National Common Stock represented by converted. Until such outstanding certificate (subject to all applicable withholding taxes) in cash if the cash option provided in subsection 2.1(c) was properly elected by a holder of American National Common Stock, or (iii) a combination thereof; and, after the Effective Time of the Holding Company Merger (unless the cash option was properly elected) will be deemed for all corporate purposes of Crestar to evidence ownership of the number of full shares of Crestar Common Stock into which the shares of American National Common Stock represented thereby were converted.
(c) Until outstanding certificates formerly representing American National Neocom Common Stock are surrendered in exchange for Crestar Common Stocksurrendered, no dividend payable to holders of record of Crestar Sitestar Common Stock for any period as of any date subsequent to the Effective Time of the Holding Company Merger shall be paid to the holder of such outstanding certificates in respect thereof. After the Effective Time of the Holding Company MergerTime, there shall be no further registry of or transfer on the records of American National Neocom of shares of American National Neocom Common Stock. If a certificate representing such shares is presented to Crestarthe exchange agent, it shall be canceled and exchanged for a certificate representing shares of Crestar Sitestar Common Stock as herein provided. Company will also issue a certificate in exchange for shares evidenced by lost certificate (s) provided the record owner thereof provides Company with such substantiation, indemnification and security as Company may reasonably require. Upon surrender of certificates of American National Neocom Common Stock in exchange for Crestar Sitestar Common Stock, there shall be paid to the recordholder of the certificates of Crestar Sitestar Common Stock issued in exchange therefor thereof (i) the amount of dividends theretofore paid for with respect to such full shares of Crestar Sitestar Common Stock as of any date subsequent to the Effective Time of the Holding Company Merger which have not yet been paid to a public official pursuant to abandoned property laws and (ii) at the appropriate payment date the amount of dividends with a record date after the Effective Time of the Holding Company Merger Time, but prior to surrender and a payment date subsequent to surrender. No interest shall be payable on with respect to such dividends upon surrender of outstanding certificates.
(d) At the Effective Time of the Holding Company Merger, each share of American National Common Stock held by Crestar shall be canceled, retired and cease to exist.
(e) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding options to acquire American National Common Stock that were granted under the 1993 Stock Option Plan for Outside Directors, the 1993 Stock Incentive Plan, and the 1996 Stock Option Plan ("American National Options," as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into options to acquire Crestar Common Stock ("Crestar Options"). The exercise price per share of Crestar Common Stock under a Crestar Option shall be equal to the exercise price per share of American National Common Stock under the American National Option divided by the Exchange Ratio (rounded up to the nearest cent). The number of shares of Crestar Common Stock subject to a Crestar Option shall be equal to the number of shares of American National Common Stock subject to the American National Option multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentences regarding the price of, and number of shares of Crestar Common Stock subject to a Crestar Option, the terms of the Crestar Option shall be the same as the terms of the American National Option.
(f) At the Effective Time of the Holding Company Merger and as provided in the Holding Company Plan of Merger, outstanding awards of restricted stock (including accumulated dividends payable in stock, if any) that were granted under the 1993 Recognition and Retention Plan for Outside Directors, the 1993 Employees Recognition and Retention Plan, the 1996 Recognition and Retention Plan and any other restricted stock award granted to an employee or director of American National or Savings Bank ("American National Restricted Stock Awards" as defined in Section 3.1(j)(1) hereof), and which are identified on Schedule C, shall be converted, based on the Exchange Ratio, into restricted awards of Crestar Common Stock equal to the number of shares of American National Common Stock subject to the American National Restricted Awards multiplied by the Exchange Ratio (rounded down to the nearest whole share). Except as provided in the preceding sentence, the terms of the American National Restricted Stock Awards shall not be changed.
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