Common use of Election and Allocation Procedures Clause in Contracts

Election and Allocation Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions) of Company Shares immediately prior to the Effective Time shall be entitled (i) to elect to receive the Merger Consideration in respect of each such Company Share entirely in cash (a “Cash Election”), (ii) to elect to receive the Merger Consideration in respect of each such Company Share entirely in Parent Shares (a “Stock Election”), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Parent Shares with respect to such holder’s Company Shares (a “Non-Election”; and any Cash Election, Stock Election or Non-Election shall be referred to herein as an “Election”); provided, however, that no holder of Dissenting Shares shall be entitled to make an Election. All such Elections shall be made on a form furnished by Parent for that purpose (a “Form of Election”) and reasonably satisfactory to Company. If more than one certificate which immediately prior to the Effective Time represented outstanding Company Shares (a “Certificate”) shall be surrendered in accordance with Section 2.2(f) hereof for the account of the same holder, the number of Parent Shares, if any, to be issued to such holder in exchange for the Certificates which have been surrendered in accordance with Section 2.2(f) hereof shall be computed on the basis of the aggregate number of Company Shares represented by all of the Certificates surrendered for the account of such holder. Holders of record of Company Shares who hold such Company Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election, provided that such nominee, trustee or representative certifies that each such Form of Election covers all Company Shares held for a particular beneficial owner.

Election and Allocation Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.2Subsection 3.2(b), each record holder (or beneficial owner through appropriate and customary documentation and instructions) of Company Shares immediately prior to the Effective Time shall will be entitled (i) to elect (a “Stock Election”) to receive shares of IBC Common Stock for all of the Merger Consideration in respect of each Shares (“Stock Election Shares”) held by such Company Share entirely in cash record holder, (ii) to elect (a “Cash Election”), (ii) to elect to receive cash for all of the Merger Consideration in respect of each such Company Share entirely in Parent Shares (a “Stock ElectionCash Election Shares”), ) held by such record holder; or (iii) to indicate that elect (a “Mixed Election”) to receive part shares of IBC Common Stock (such record holder has no preference as portion of the Shares attributable to the receipt election to receive shares being included in Stock Election Shares) and part cash (such portion of the Shares attributable to the election to receive cash being included in Cash Election Shares) for his, her or Parent Shares with respect its Shares; or (iv) to such holder’s Company Shares indicate (a “Non-Election”; and any Cash Election, Stock Election or Non) that such holder makes no such election for all of the Shares (“No-Election shall be referred to herein as an “ElectionShares”); ) held by such record holder, provided, howeverthat notwithstanding anything in this Agreement to the contrary, that no holder the number of Dissenting Shares shall to be entitled converted into the right to make an Election. All such Elections shall be made on a form furnished by Parent for that purpose receive the Per Share Stock Consideration in the Merger (a the “Form of ElectionStock Number”) and reasonably satisfactory to Company. If more than one certificate which will equal as nearly as possible the product of (i) 25% multiplied by (ii) the total number of Shares outstanding immediately prior to the Effective Time represented outstanding Company of the Merger (excluding Shares to be canceled as provided in Section 3.1(b) but including Dissenters’ Shares). All such elections (a each, an “CertificateElection”) shall be surrendered in accordance with Section 2.2(f) hereof made on an Election Form. Any Shares for which the account record holder has not, as of the same holderElection Deadline, properly submitted to IBC or the number of Parent Exchange Agent a properly completed Election Form (excluding any Dissenters’ Shares) will be deemed No-Election Shares. Notwithstanding anything else to the contrary herein, if any, to all Dissenters’ Shares will be issued to such holder in exchange for the Certificates which have been surrendered in accordance with Section 2.2(f) hereof shall be computed on the basis of the aggregate number of Company Shares represented by all of the Certificates surrendered for the account of such holder. Holders of record of Company Shares who hold such Company Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election, provided that such nominee, trustee or representative certifies that each such Form of deemed Cash Election covers all Company Shares held for a particular beneficial ownerShares.

Election and Allocation Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.22.04(b), each record holder of Peoples Outstanding Stock will be entitled (1) to elect to receive the Stock Consideration (a “Stock Election”) for all or beneficial owner through appropriate some of the shares of Peoples Outstanding Stock (“Stock Election Shares”) held by such record holder, (2) to elect to receive the Cash Consideration (a “Cash Election”) for all or some of the shares of Peoples Outstanding Stock (“Cash Election Shares”) held by such record holder or (3) to indicate that such holder makes neither a Stock Election nor a Cash Election (a “Non-Election”) for all or some of the shares of Peoples Outstanding Stock (“Non-Election Shares”) held by such record holder. All such elections (each, an “Election”) shall be made on a form designed for that purpose by First Capital and customary documentation reasonably acceptable to Peoples (an “Election Form”). The holders of Peoples Outstanding Stock entitled to receive the Election Form shall be those holders of record of Peoples Outstanding Stock as of the record date fixed for the special shareholders’ meeting at which the Merger will be submitted to a vote of the Peoples shareholders (the “Peoples Meeting”). The Election Form shall be provided to the holders of Peoples Outstanding Stock entitled to receive the Election Form simultaneously with the provision of the solicitation of proxies and instructionsrelated materials for purposes of the Peoples Meeting. First Capital shall also use commercially reasonable efforts to make the Election Form available to shareholders of record who become such after the record date for the special shareholders’ meeting and before the Election Deadline. For purposes of this Agreement, the “Election Deadline is the date fixed by First Capital as the date by which properly completed Election Forms must be submitted, which shall be a date that is no later than the Closing Date and no earlier than the date that is seven days after the Peoples Meeting. Any shares of Peoples Common Stock with respect to which the record holder thereof has not, as of the Election Deadline, properly submitted to the Exchange Agent (as defined below) a properly completed Election Form shall be deemed to be Non-Election Shares. Holders of Company Dissenting Shares shall be deemed to have made a Cash Election. A record holder acting in different capacities or acting on behalf of other persons in any way shall be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each person for which it so acts. The “Exchange Agent” shall be Computershare Limited, or such other bank or trust company as may be agreed to by First Capital (which may be an affiliate of First Capital) and Peoples, to effect the payment of the Merger Consideration to holders of Peoples Common Stock pursuant to this Agreement. The number of shares equal to 50% of the shares of Peoples Common Stock outstanding immediately prior to the Effective Time shall be entitled (i) to elect to receive the Merger Consideration in respect of each such Company Share entirely in cash (a “Cash Election”), (ii) to elect to receive the Merger Consideration in respect of each such Company Share entirely in Parent Shares (a “Stock Election”), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Parent Shares with respect to such holder’s Company Shares (a “Non-Election”; and any Cash Election, Stock Election or Non-Election shall be referred to herein as an the “ElectionStock Conversion Number.”); provided, however, that no holder of Dissenting Shares shall be entitled to make an Election. All such Elections shall be made on a form furnished by Parent for that purpose (a “Form of Election”) and reasonably satisfactory to Company. If more than one certificate which immediately prior to the Effective Time represented outstanding Company Shares (a “Certificate”) shall be surrendered in accordance with Section 2.2(f) hereof for the account of the same holder, the number of Parent Shares, if any, to be issued to such holder in exchange for the Certificates which have been surrendered in accordance with Section 2.2(f) hereof shall be computed on the basis of the aggregate number of Company Shares represented by all of the Certificates surrendered for the account of such holder. Holders of record of Company Shares who hold such Company Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election, provided that such nominee, trustee or representative certifies that each such Form of Election covers all Company Shares held for a particular beneficial owner.

Election and Allocation Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.22.04(b), each record holder of MBT Common Stock will be entitled (1) to elect to receive the Stock Consideration (a “Stock Election”) for all or beneficial owner through appropriate some of the shares of MBT Common Stock (“Stock Election Shares”) held by such record holder, (2) to elect to receive the Cash Consideration (a “Cash Election”) for all or some of the shares of MBT Common Stock (“Cash Election Shares”) held by such record holder or (3) to indicate that such holder makes neither a Stock Election nor a Cash Election (a “Non-Election”) for all or some of the shares of MBT Common Stock (“Non-Election Shares”) held by such record holder. All such elections (each, an “Election”) shall be made on a form designed for that purpose by MainSource and customary documentation reasonably acceptable to MBT (an “Election Form”). The shareholders of MBT entitled to receive the Election Form shall be those shareholders of record as of the record date fixed for the special shareholders’ meeting at which the Merger will be submitted to a vote of the MBT shareholders. MainSource shall also use commercially reasonable efforts to make the Election Form available to shareholders of record who become such after the record date for the special shareholders’ meeting and instructionsbefore the date fixed by MainSource as the date by which properly completed Election Forms must be submitted (the “Election Deadline”), which will be no later than the Closing Date (as defined below). Any shares of MBT Common Stock with respect to which the record holder thereof has not, as of the Election Deadline, properly submitted to the Exchange Agent (as defined below) a properly completed Election Form shall be deemed to be Non-Election Shares. Holders of Company Dissenting Shares (as defined below) shall be deemed to have made a Cash Election. A record holder acting in different capacities or acting on behalf of other persons in any way shall be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each person for which it so acts. The “Exchange Agent” shall be Registrar and Transfer Company, or such other bank or trust company as may be selected by MainSource (which may be an affiliate of MainSource) and is reasonably acceptable to MBT, to effect the payment of the Merger Consideration to holders of MBT Common Stock pursuant to this Agreement. The number of shares equal to 60% of the shares of MBT Common Stock outstanding immediately prior to the Effective Time shall be entitled (i) to elect to receive the Merger Consideration in respect of each such Company Share entirely in cash (a “Cash Election”), (ii) to elect to receive the Merger Consideration in respect of each such Company Share entirely in Parent Shares (a “Stock Election”), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Parent Shares with respect to such holder’s Company Shares (a “Non-Election”; and any Cash Election, Stock Election or Non-Election shall be referred to herein as an the “ElectionStock Conversion Number”); provided, however, that no holder of Dissenting Shares shall be entitled to make an Election. All such Elections shall be made on a form furnished by Parent for that purpose (a “Form of Election”) and reasonably satisfactory to Company. If more than one certificate which immediately prior to the Effective Time represented outstanding Company Shares (a “Certificate”) shall be surrendered in accordance with Section 2.2(f) hereof for the account of the same holder, the number of Parent Shares, if any, to be issued to such holder in exchange for the Certificates which have been surrendered in accordance with Section 2.2(f) hereof shall be computed on the basis of the aggregate number of Company Shares represented by all of the Certificates surrendered for the account of such holder. Holders of record of Company Shares who hold such Company Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election, provided that such nominee, trustee or representative certifies that each such Form of Election covers all Company Shares held for a particular beneficial owner.