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all of which shall cease to exist and be cancelled on the Effective Date of the Merger) -
shall by virtue of the Merger and without any action on the pazt of the holder thereof,
be converted into and be deemed to become (i) ?44,456 fully paid and nonassessable
shares of Surviving Corporation Common Stock immediately deliverable (subject to the i
provisions of subpazagraph (c), below, with respect to exchange procedures) to the Summit
shareholders and (ii) the right to receive up to 106.076 additional fully paid and non-
• assessable shares of Surviving Corporation Common Stock, which the Surviving Corpora-
tion shall issue .and deliver to BancOhio/Akron National Bank as Trustee under the
Contingency Trust Agreement referred to in paragraph E hereof. The 744,456 shares
aforesaid aze hereinafter collectively called the "Surviving Corporation Immediately
Deliverable Shares," and the 106,076 shares aforesaid are hereinafter collectively called ~ _
the "Surviving Corporation Contingency Trust Shares" -
(b) The stock transfer books of Summit shall be permanently closed at the Effective
bate of the Merger and- from and after the Effective Date of the Merger, each holder of
record as of the Effective Date of the Merger of a certificate representing outstanding
shazes of Summit Capital Stock shall be entitled to have the certificate or certificates
representing his shares of Summit Capital Stock which have been converted into Surviving
Corporation .Common Stock exchanged as herein provided. Upon the Effective Date of
the Merger, each holder of an outstanding certificate of certificates which prior thereto
represented shares of Summit Capital Stock shall, upon the surrender of the same to
the Exchange Agent, be entitled to receive in exchange therefor one or more certificates
which in the aggregate represent the number of whole shazes of Surviving Corporation
Immediately Deliverable shazes into which the shares theretofore represented by the
certificate or certificates so surrendered shall have been converted as provided in para-
graph (3) (a) , above (which, on the basis of 744,456 Surviving Corporation Immediatei}-
Deliverable Shares and 1,543,133 shares of Summit Capital Stock outstanding, means that
such holder shall be entitled, subject to paragraph (3) (c), below, to receive a number
of Surviving Corporation Immediately Deliverable Shares which is the product of the
number of shares of Summit Capital Stock held by such holder multiplied by 0.4824315).
(c) No certificates, scrip or warrants representing fractional shares of Surviving
Corporation Immediately Deliverable Shares shall be issued upon the surrender for
exchange of certificates representing shares of Summit Capital Stock converted pursuant
to this paragraph (3), no Surviving Corporation dividend or stock split shall relate to
any fractional share, and no fractional share interest will entitle the owner thereof to
vote or to any other rights of a shazeholder of the Surviving Corporation. The New
Corporation has made arrangements with the Exchange Agent (which arrangements
have been approved by IRT and Summit and which provide, among other things, for
the prompt. delivery of instructions and a transmittal letter to the Summit shareholders
with respect to (i) surrendering and exchanging their Surrimit share certificates, (ii)
transferring their ownership of shares of Common Stock and (iii)_ selling their fractional
interests) so that any shareholder of Summit may, through the Exchange Agent and
upon surrender of such shazeholder's certificate or certificates representing Summit Capital
Stock in exchange for certificates representing Surviving Corporation Immediately De-
liverable Shares to which such shazeholder is then entitled, receive a certificate or
certificates for whole shares of Surviving Corporation Immediately Deliverable shazes
• (subject to pazagraph (3) (b), above. and paragraph E, below) and receive the cash pro-
ceeds of the sale of any fractional share interest to which such shareholder would other-
wise beentitled. The Exchange Agent may aggregate such Erne+.ional share interests of ~ ~
all Summit shareholders and sell for the accounts of such Summit shareholders that
number of Surviving Corporation Immediately Deliverable Shares representing the aggre-
gate of all such fractional shaze interests in one or more sales on the market at such time
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