Common use of Exchange and Payment Procedures; Surrender of Certificates Clause in Contracts

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, MFC shall send or cause to be sent to each former CNB shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering CNB Certificates to MFC or to an exchange agent appointed by MFC. Upon the proper surrender and delivery to MFC or its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of CNB of his or her CNB Certificate(s), and in exchange therefor, MFC shall as soon as practicable issue and deliver to the shareholder stock certificates and/or a check evidencing the consideration into which the shareholder's CNB Stock was converted at the Effective Time, together with cash for any fractional shares of MFC Common Stock calculated as described in Paragraph 1.05(g) below. Subject to Paragraph 1.05(h), no certificate evidencing MFC Common Stock or check for cash shall be issued or delivered to any former CNB shareholder unless and until that shareholder shall have properly surrendered to MFC or its agent the CNB Certificate(s) formerly representing his or her shares of CNB Stock, together with a properly completed Transmittal Letter. Further, until a former CNB shareholder's CNB Certificates are so surrendered and certificates evidencing any MFC Common Stock into which his or her CNB Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by MFC with respect to that MFC EXHIBIT 2.2 Common Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former CNB shareholder. However, MFC shall hold the amount of any dividend or distribution related to the MFC Common Stock issued to such shareholder, and upon the proper surrender of the shareholder's CNB Certificate and the issuance to that shareholder of a certificate representing any MFC Common Stock to which the shareholder is entitled, MFC shall pay to such shareholder any dividend paid or any distribution made to the holders of its MFC Common Stock of record in the interim between the Effective Time and such surrender and issuance, without interest.

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, MFC shall send or cause to be sent to each former CNB shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering CNB Certificates to MFC or to an exchange agent appointed by MFC. Upon the proper surrender and delivery to MFC or its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of CNB of his or her CNB Certificate(s), and in exchange therefor, MFC shall as soon as practicable issue and deliver to the shareholder stock certificates and/or a check evidencing the consideration into which the shareholder's CNB Stock was converted at the Effective Time, together with cash for any fractional shares of MFC Common Stock calculated as described in Paragraph 1.05(g) below. Subject to Paragraph 1.05(h), no certificate evidencing MFC Common Stock or check for cash shall be issued or delivered to any former CNB shareholder unless and until that shareholder shall have properly surrendered to MFC or its agent the CNB Certificate(s) formerly representing his or her shares of CNB Stock, together with a properly completed Transmittal Letter. Further, until a former CNB shareholder's CNB Certificates are so surrendered and certificates evidencing any MFC Common Stock into which his or her CNB Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by MFC with respect to that MFC EXHIBIT 2.2 Common Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former CNB shareholder. However, MFC shall hold the amount of any dividend or distribution related to the MFC Common Stock issued to such shareholder, and upon the proper surrender of the shareholder's CNB Certificate and the issuance to that shareholder of a certificate representing any MFC Common Stock to which the shareholder is entitled, MFC shall pay to such shareholder any dividend paid or any distribution made to the holders of its MFC Common Stock of record in the interim between the Effective Time and such surrender and issuance, without interest.

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, MFC BOCC and BOC shall send or cause to be sent to each former CNB Xxxxxxxx shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a "“Transmittal Letter"”) for use in surrendering CNB Xxxxxxxx Certificates to MFC BOCC and BOC or to an exchange agent appointed by MFCBOCC and BOC. Upon the proper surrender and delivery to MFC BOCC and BOC or its their agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of CNB Xxxxxxxx of his or her CNB Xxxxxxxx Certificate(s), and in exchange therefor, MFC (i) BOCC shall as soon as practicable issue and deliver deliver, to the shareholder each holder of Xxxxxxxx Common Stock, stock certificates and/or a check evidencing the consideration numbers of whole shares of BOCC Stock into which the shareholder's CNB ’s Xxxxxxxx Common Stock was converted at the Effective Time, together with cash for any fractional shares of MFC Common Stock calculated as described in Paragraph 1.05(g1.04(f) below, and (ii) BOC shall as soon as practicable issue and deliver, to each holder of Xxxxxxxx Preferred Stock, a check for the cash into which the shareholder’s Xxxxxxxx Preferred Stock was converted at the Effective Time. Subject to Paragraph 1.05(h1.04(g), no certificate evidencing MFC Common Stock or check for cash consideration shall be issued or delivered to any former CNB Xxxxxxxx shareholder unless and until that shareholder shall have properly surrendered to MFC BOCC and BOC or its their agent the CNB Xxxxxxxx Certificate(s) formerly representing his or her shares of CNB Xxxxxxxx Stock, together with a properly completed Transmittal Letter. Further, until a former CNB shareholder's CNB ’s Xxxxxxxx Certificates for Xxxxxxxx Common Stock are so surrendered and certificates evidencing any MFC Common the BOCC Stock into which his or her CNB Xxxxxxxx Common Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by MFC BOCC with respect to that MFC EXHIBIT 2.2 Common BOCC Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former CNB Xxxxxxxx shareholder. However, MFC shall hold the amount of any dividend or distribution related to the MFC Common Stock issued to such shareholder, and upon the proper surrender of the shareholder's CNB ’s Xxxxxxxx Certificate for Xxxxxxxx Common Stock and the issuance to that shareholder of a certificate certificates representing any MFC Common the BOCC Stock to which the shareholder is entitled, MFC if BOCC shall pay to such shareholder have paid any dividend paid or made any distribution made to the holders of its MFC Common BOCC Stock of record in the interim between as of a date after the Effective Time and such surrender and issuanceTime, without interestBOCC shall pay the former Xxxxxxxx shareholder the amount of that dividend or distribution related to the BOCC Stock being issued to the former Xxxxxxxx shareholder. No interest shall be paid on any cash due a shareholder for shares of Xxxxxxxx Preferred Stock, for fractional shares of Xxxxxxxx Common Stock, or for dividends on any BOCC Stock.

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, MFC shall send or cause to be sent to each former CNB Cardinal shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering CNB Cardinal Certificates to MFC or to an exchange agent appointed by MFC. Upon the proper surrender and delivery to MFC or its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of CNB Cardinal of his or her CNB Cardinal Certificate(s), and in exchange therefor, MFC shall as soon as practicable issue and deliver to the shareholder stock certificates and/or a check evidencing the consideration numbers of whole shares of MFC Common Stock and MFC Series B Preferred Stock into which the shareholder's CNB Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares of MFC Common Stock calculated as described in Paragraph 1.05(g1.05(f) below. EXHIBIT 2.1 Subject to Paragraph 1.05(h1.05(g), no certificate evidencing MFC Common Stock or check for cash MFC Series B Preferred Stock shall be issued or delivered to any former CNB Cardinal shareholder unless and until that shareholder shall have properly surrendered to MFC or its agent the CNB Cardinal Certificate(s) formerly representing his or her shares of CNB Cardinal Stock, together with a properly completed Transmittal Letter. Further, until a former CNB Cardinal shareholder's CNB Cardinal Certificates are so surrendered and certificates evidencing any the MFC Common Stock and MFC Series B Preferred Stock into which his or her CNB Cardinal Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by MFC with respect to that MFC EXHIBIT 2.2 Common Stock or MFC Series B Preferred Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former CNB Cardinal shareholder. However, upon the proper surrender of the shareholder's Cardinal Certificate and the issuance to that shareholder of certificates representing the MFC Common Stock and MFC Series B Preferred Stock to which the shareholder is entitled, if MFC shall hold have paid any dividend or made any distribution to the holders of its MFC Common Stock or MFC Series B Preferred Stock of record as of a date after the Effective Time and if MFC is holding the amount of any that dividend or distribution related to the MFC Common Stock or MFC Series B Preferred Stock being issued to such the shareholder, and upon the proper surrender of then MFC will pay that amount to the shareholder's CNB Certificate and the issuance to that shareholder of a certificate representing any MFC Common Stock to which the shareholder is entitled, MFC shall pay to such shareholder any dividend paid or any distribution made to the holders of its MFC Common Stock of record in the interim between the Effective Time and such surrender and issuance, without interest.

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, MFC shall send or cause to be sent to each former CNB Cardinal shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering CNB Cardinal Certificates to MFC or to an exchange agent appointed by MFC. Upon the proper surrender and delivery to MFC or its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of CNB Cardinal of his or her CNB Cardinal Certificate(s), and in exchange therefor, MFC shall as soon as practicable issue and deliver to the shareholder stock certificates and/or a check evidencing the consideration numbers of whole shares of MFC Common Stock and MFC Series B Preferred Stock into which the shareholder's CNB Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares of MFC Common Stock calculated as described in Paragraph 1.05(g1.05(f) below. Subject to Paragraph 1.05(h1.05(g), no certificate evidencing MFC Common Stock or check for cash MFC Series B Preferred Stock shall be issued or delivered to any former CNB Cardinal shareholder unless and until that shareholder shall have properly surrendered to MFC or its agent the CNB Cardinal Certificate(s) formerly representing his or her shares of CNB Cardinal Stock, together with a properly completed Transmittal Letter. Further, until a former CNB Cardinal shareholder's CNB Cardinal Certificates are so surrendered and certificates evidencing any the MFC Common Stock and MFC Series B Preferred Stock into which his or her CNB Cardinal Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by MFC with respect to that MFC EXHIBIT 2.2 Common Stock or MFC Series B Preferred Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former CNB Cardinal shareholder. However, MFC shall hold the amount of any dividend or distribution related to the MFC Common Stock issued to such shareholder, and upon the proper surrender of the shareholder's CNB Cardinal Certificate and the issuance to that shareholder of a certificate certificates representing any the MFC Common Stock and MFC Series B Preferred Stock to which the shareholder is entitled, if MFC shall pay to such shareholder have paid any dividend paid or made any distribution made to the holders of its MFC Common Stock or MFC Series B Preferred Stock of record in the interim between as of a date after the Effective Time and such surrender and issuanceif MFC is holding the amount of that dividend or distribution related to the MFC EXHIBIT 2.1 Common Stock or MFC Series B Preferred Stock being issued to the shareholder, without interestthen MFC will pay that amount to the shareholder.

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, MFC shall send or cause to be sent to each former CNB shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a "Transmittal Letter") for use in surrendering CNB Certificates to MFC or to an exchange agent appointed by MFC. Upon the proper surrender and delivery to MFC or its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of CNB of his or her CNB Certificate(s), and in exchange therefor, MFC shall as soon as practicable issue and deliver to the shareholder stock certificates and/or a check evidencing the consideration EXHIBIT 2.2 into which the shareholder's CNB Stock was converted at the Effective Time, together with cash for any fractional shares of MFC Common Stock calculated as described in Paragraph 1.05(g) below. Subject to Paragraph 1.05(h), no certificate evidencing MFC Common Stock or check for cash shall be issued or delivered to any former CNB shareholder unless and until that shareholder shall have properly surrendered to MFC or its agent the CNB Certificate(s) formerly representing his or her shares of CNB Stock, together with a properly completed Transmittal Letter. Further, until a former CNB shareholder's CNB Certificates are so surrendered and certificates evidencing any MFC Common Stock into which his or her CNB Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by MFC with respect to that MFC EXHIBIT 2.2 Common Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former CNB shareholder. However, MFC shall hold the amount of any dividend or distribution related to the MFC Common Stock issued to such shareholder, and upon the proper surrender of the shareholder's CNB Certificate and the issuance to that shareholder of a certificate representing any MFC Common Stock to which the shareholder is entitled, MFC shall pay to such shareholder any dividend paid or any distribution made to the holders of its MFC Common Stock of record in the interim between the Effective Time and such surrender and issuance, without interest.