Common use of Required Signatures Clause in Contracts

Required Signatures. All individuals listed on the account must sign and date the Form of Election and Letter of Transmittal in Box 1. Please be sure to include your daytime telephone number. (1) acknowledge receipt of the Joint Proxy Statement/Prospectus and agree that all elections, instructions and orders in the Form of Election and Letter of Transmittal are subject to the terms and conditions of the Merger Agreement, the Joint Proxy Statement/Prospectus and these instructions; (2) represent and warrant that you are, as of the date of signature, and will be, as of the effective time of the merger, the record holder of the shares of Reis common stock and/or Reis preferred stock represented by the ▇▇▇ck certificate(s) surrende▇▇▇ with the Form of Election and Letter of Transmittal, with good title to those shares and full power and authority (i) to sell, assign and transfer those shares free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, and (ii) to make the election indicated on the Form of Election and Letter of Transmittal; (3) agree that you will, upon request, execute any additional documents necessary or desirable to complete the surrender and exchange of the shares of Reis common stock and/or Reis preferred stock represented by the stoc▇ certificate(s) sur▇▇▇▇ered with the Form of Election and Letter of Transmittal; (4) irrevocably appoint the Exchange Agent as your agent to effect the exchange pursuant to the Merger Agreement and these instructions; (5) authorize and instruct the Exchange Agent to deliver the stock certificate(s) covered by the Form of Election and Letter of Transmittal, and to receive on your behalf, in exchange for the shares of Reis common stock and/or Reis preferred stock represented by that sto▇▇ certificate(s), a▇▇ ▇heck and/or any certificate(s) for shares of Wellsford common stock issuable to the signatory on the Form of Election and Letter of Transmittal; (6) authorize the Exchange Agent to follow any election and to rely upon all representations, certifications and instructions contained in the Form of Election and Letter of Transmittal; and (7) agree that all authority conferred or agreed to be conferred in the Form of Election and Letter of Transmittal is binding upon your successors, assigns, heirs, executors, administrators and legal representatives and is not affected by, and survives, your death or incapacity.

Appears in 2 contracts

Sources: Merger Agreement (Wellsford Real Properties Inc), Merger Agreement (Wellsford Real Properties Inc)

Required Signatures. All individuals listed on the account Community Bank shareholders making an election must sign below. Pursuant to the Agreement and date 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 of Election and Letter of Transmittal in Box 1. Please be sure to include your daytime telephone number. (1) acknowledge receipt of the Joint Proxy Statement/Prospectus and agree that all elections, instructions and orders 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 of Election and Letter of Transmittal are subject to the terms and conditions of in the Merger Agreement, . The undersigned represents and warrants that the Joint Proxy Statement/Prospectus and these instructions; (2) represent and warrant that you are, as of the date of signature, and will be, as of the effective time of the merger, the record holder of the shares of Reis common stock and/or Reis preferred stock represented by the ▇▇▇ck certificate(s) surrende▇▇▇ with the Form of Election and Letter of Transmittal, with good title to those shares and undersigned has full power and authority (i) to submit, sell, assign assign, transfer and transfer those shares surrender the Surrendered Shares free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, and (ii) to make the election indicated on the Form of Election and Letter of Transmittal; (3) agree that you 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 desirable to complete the surrender and exchange of such Surrendered Shares and/or any related certificate(s). The undersigned irrevocably constitutes and appoints the shares exchange agent, American Stock Transfer & Trust Company, as the true and lawful agent and attorney-in-fact of Reis common stock and/or Reis preferred stock represented by the stoc▇ undersigned with full power of substitution to surrender the Surrendered Shares, together with any related certificate(s) sur▇▇▇▇ered with the Form and any accompanying evidence of Election transfer and Letter of Transmittal; (4) irrevocably appoint the Exchange Agent as your agent to effect the exchange pursuant to the Merger Agreement and these instructions; (5) authorize and instruct the Exchange Agent to deliver the stock certificate(s) covered by the Form of Election and Letter of Transmittal, and to receive on your behalfauthenticity, in exchange for the shares Merger Consideration as provided in the Merger Agreement. Delivery of Reis common stock and/or Reis preferred stock represented by that sto▇▇ certificate(s), a▇▇ ▇heck and/or any enclosed certificate(s) for shares shall be effected, and the risk of Wellsford common stock issuable loss to such certificate(s) shall pass, only upon proper delivery thereof to the signatory 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 Form of Election and Letter of Transmittal; (6) authorize the Exchange Agent to follow any election and to rely upon all representations, certifications and instructions contained in the Form of Election and Letter of Transmittal; and (7) agree that all authority conferred or agreed to be conferred in the Form of Election and Letter of Transmittal is binding upon your successors, assigns, heirs, executorspersonal representatives, administrators successors and legal representatives and is not affected by, and survives, your death or incapacity.assigns of the undersigned. X

Appears in 2 contracts

Sources: Merger Agreement (Mercantile Bankshares Corp), Merger Agreement (Mercantile Bankshares Corp)

Required Signatures. All individuals listed on the account ▇▇▇▇▇ ▇▇▇▇▇▇ shareholders making an election must sign below. Pursuant to the Agreement and date Plan of Merger, dated as of March 27, 2006 (as may be amended from time to time, the "Merger Agreement"), between ▇▇▇▇▇ ▇▇▇▇▇▇ Bancorp, Inc., a Virginia corporation ("▇▇▇▇▇ ▇▇▇▇▇▇") and Mercantile Bankshares Corporation, a Maryland corporation ("Bankshares") each outstanding share of the common stock, par value $1.00 per share, of ▇▇▇▇▇ ▇▇▇▇▇▇ (the "▇▇▇▇▇ ▇▇▇▇▇▇ 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 $23.50 in cash or 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 of Election and Letter of Transmittal in Box 1. Please be sure to include your daytime telephone number. (1) acknowledge receipt of the Joint Proxy Statement/Prospectus and agree that all elections, instructions and orders in the Merger Agreement, hereby (i) elects to receive cash for the shares of ▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇▇ Common Stock to deliver) such Cash Election Shares and any other shares represented by the certificate(s) delivered 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 of Election and Letter of Transmittal are subject to the terms and conditions of in the Merger Agreement, . The undersigned represents and warrants that the Joint Proxy Statement/Prospectus and these instructions; (2) represent and warrant that you are, as of the date of signature, and will be, as of the effective time of the merger, the record holder of the shares of Reis common stock and/or Reis preferred stock represented by the ▇▇▇ck certificate(s) surrende▇▇▇ with the Form of Election and Letter of Transmittal, with good title to those shares and undersigned has full power and authority (i) to submit, sell, assign assign, transfer and transfer those shares surrender the Surrendered Shares free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, and (ii) to make the election indicated on the Form of Election and Letter of Transmittal; (3) agree that you 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 desirable to complete the surrender and exchange of such Surrendered Shares and/or any related certificate(s). The undersigned irrevocably constitutes and appoints the shares exchange agent, American Stock Transfer & Trust Company, as the true and lawful agent and attorney-in-fact of Reis common stock and/or Reis preferred stock represented by the stoc▇ undersigned with full power of substitution to surrender the Surrendered Shares, together with any related certificate(s) sur▇▇▇▇ered with the Form and any accompanying evidence of Election transfer and Letter of Transmittal; (4) irrevocably appoint the Exchange Agent as your agent to effect the exchange pursuant to the Merger Agreement and these instructions; (5) authorize and instruct the Exchange Agent to deliver the stock certificate(s) covered by the Form of Election and Letter of Transmittal, and to receive on your behalfauthenticity, in exchange for the shares Merger Consideration as provided in the Merger Agreement. Delivery of Reis common stock and/or Reis preferred stock represented by that sto▇▇ certificate(s), a▇▇ ▇heck and/or any enclosed certificate(s) for shares shall be effected, and the risk of Wellsford common stock issuable loss to such certificate(s) shall pass, only upon proper delivery thereof to the signatory 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 Form of Election and Letter of Transmittal; (6) authorize the Exchange Agent to follow any election and to rely upon all representations, certifications and instructions contained in the Form of Election and Letter of Transmittal; and (7) agree that all authority conferred or agreed to be conferred in the Form of Election and Letter of Transmittal is binding upon your successors, assigns, heirs, executorspersonal representatives, administrators successors and legal representatives and is not affected by, and survives, your death or incapacity.assigns of the undersigned. X

Appears in 1 contract

Sources: Merger Agreement (Mercantile Bankshares Corp)