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, BOCC and BOC shall send or cause to be sent to each former Xxxxxxxx shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a “Transmittal Letter”) for use in surrendering Xxxxxxxx Certificates to BOCC and BOC or to an exchange agent appointed by BOCC and BOC. Upon the proper surrender and delivery to BOCC and BOC or their agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Xxxxxxxx of his or her Xxxxxxxx Certificate(s), and in exchange therefor, (i) BOCC shall as soon as practicable issue and deliver, to each holder of Xxxxxxxx Common Stock, stock certificates evidencing the numbers of whole shares of BOCC Stock into which the shareholder’s Xxxxxxxx Common Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.04(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 1.04(g), no consideration shall be issued or delivered to any former Xxxxxxxx shareholder unless and until that shareholder shall have properly surrendered to BOCC and BOC or their agent the Xxxxxxxx Certificate(s) formerly representing his or her shares of Xxxxxxxx Stock, together with a properly completed Transmittal Letter. Further, until a former shareholder’s Xxxxxxxx Certificates for Xxxxxxxx Common Stock are so surrendered and certificates evidencing the BOCC Stock into which his or her Xxxxxxxx Common Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by BOCC with respect to that BOCC Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former Xxxxxxxx shareholder. However, upon the proper surrender of the shareholder’s Xxxxxxxx Certificate for Xxxxxxxx Common Stock and the issuance to that shareholder of certificates representing the BOCC Stock to which the shareholder is entitled, if BOCC shall have paid any dividend or made any distribution to the holders of its BOCC Stock of record as of a date after the Effective Time, BOCC 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, BOCC and BOC MFC shall send or cause to be sent to each former Xxxxxxxx CNB shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a “"Transmittal Letter”") for use in surrendering Xxxxxxxx CNB Certificates to BOCC and BOC MFC or to an exchange agent appointed by BOCC and BOCMFC. Upon the proper surrender and delivery to BOCC and BOC MFC or their its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Xxxxxxxx CNB of his or her Xxxxxxxx CNB Certificate(s), and in exchange therefor, (i) BOCC MFC shall as soon as practicable issue and deliver, deliver to each holder of Xxxxxxxx Common Stock, the shareholder stock certificates and/or a check evidencing the numbers of whole shares of BOCC Stock consideration EXHIBIT 2.2 into which the shareholder’s Xxxxxxxx Common '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 1.04(f1.05(g) 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 1.04(g1.05(h), no consideration certificate evidencing MFC Common Stock or check for cash shall be issued or delivered to any former Xxxxxxxx CNB shareholder unless and until that shareholder shall have properly surrendered to BOCC and BOC MFC or their its agent the Xxxxxxxx CNB Certificate(s) formerly representing his or her shares of Xxxxxxxx CNB Stock, together with a properly completed Transmittal Letter. Further, until a former CNB shareholder’s Xxxxxxxx 's CNB Certificates for Xxxxxxxx Common Stock are so surrendered and certificates evidencing the BOCC any MFC Common Stock into which his or her Xxxxxxxx Common CNB Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by BOCC MFC with respect to that BOCC MFC Common Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former Xxxxxxxx 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 Xxxxxxxx 's CNB Certificate for Xxxxxxxx Common Stock and the issuance to that shareholder of certificates a certificate representing the BOCC any MFC Common Stock to which the shareholder is entitled, if BOCC MFC shall have paid pay to such shareholder any dividend paid or made any distribution made to the holders of its BOCC MFC Common Stock of record as of a date after in the interim between the Effective TimeTime and such surrender and issuance, BOCC 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 Stockwithout interest.

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, BOCC and BOC MFC shall send or cause to be sent to each former Xxxxxxxx Cardinal shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a “"Transmittal Letter”") for use in surrendering Xxxxxxxx Cardinal Certificates to BOCC and BOC MFC or to an exchange agent appointed by BOCC and BOCMFC. Upon the proper surrender and delivery to BOCC and BOC MFC or their its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Xxxxxxxx Cardinal of his or her Xxxxxxxx Cardinal Certificate(s), and in exchange therefor, (i) BOCC MFC shall as soon as practicable issue and deliver, deliver to each holder of Xxxxxxxx Common Stock, the shareholder stock certificates evidencing the numbers of whole shares of BOCC MFC Common Stock and MFC Series B Preferred Stock into which the shareholder’s Xxxxxxxx Common 's Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.04(f1.05(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. EXHIBIT 2.1 Subject to Paragraph 1.04(g1.05(g), no consideration certificate evidencing MFC Common Stock or MFC Series B Preferred Stock shall be issued or delivered to any former Xxxxxxxx Cardinal shareholder unless and until that shareholder shall have properly surrendered to BOCC and BOC MFC or their its agent the Xxxxxxxx Cardinal Certificate(s) formerly representing his or her shares of Xxxxxxxx Cardinal Stock, together with a properly completed Transmittal Letter. Further, until a former Cardinal shareholder’s Xxxxxxxx 's Cardinal Certificates for Xxxxxxxx Common Stock are so surrendered and certificates evidencing the BOCC MFC Common Stock and MFC Series B Preferred Stock into which his or her Xxxxxxxx Common Cardinal Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by BOCC MFC with respect to that BOCC MFC 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 Xxxxxxxx Cardinal shareholder. However, upon the proper surrender of the shareholder’s Xxxxxxxx 's Cardinal Certificate for Xxxxxxxx Common Stock and the issuance to that shareholder of certificates representing the BOCC MFC Common Stock and MFC Series B Preferred Stock to which the shareholder is entitled, if BOCC MFC shall have paid any dividend or made any distribution to the holders of its BOCC MFC Common Stock or MFC Series B Preferred Stock of record as of a date after the Effective Time, BOCC shall pay the former Xxxxxxxx shareholder Time and if MFC is holding the amount of that dividend or distribution related to the BOCC MFC Common Stock or MFC Series B Preferred 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 Stockthen 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, BOCC and BOC MFC shall send or cause to be sent to each former Xxxxxxxx Cardinal shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a “"Transmittal Letter”") for use in surrendering Xxxxxxxx Cardinal Certificates to BOCC and BOC MFC or to an exchange agent appointed by BOCC and BOCMFC. Upon the proper surrender and delivery to BOCC and BOC MFC or their its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Xxxxxxxx Cardinal of his or her Xxxxxxxx Cardinal Certificate(s), and in exchange therefor, (i) BOCC MFC shall as soon as practicable issue and deliver, deliver to each holder of Xxxxxxxx Common Stock, the shareholder stock certificates evidencing the numbers of whole shares of BOCC MFC Common Stock and MFC Series B Preferred Stock into which the shareholder’s Xxxxxxxx Common 's Cardinal Stock was converted at the Effective Time, together with cash for any fractional shares calculated as described in Paragraph 1.04(f1.05(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 1.04(g1.05(g), no consideration certificate evidencing MFC Common Stock or MFC Series B Preferred Stock shall be issued or delivered to any former Xxxxxxxx Cardinal shareholder unless and until that shareholder shall have properly surrendered to BOCC and BOC MFC or their its agent the Xxxxxxxx Cardinal Certificate(s) formerly representing his or her shares of Xxxxxxxx Cardinal Stock, together with a properly completed Transmittal Letter. Further, until a former Cardinal shareholder’s Xxxxxxxx 's Cardinal Certificates for Xxxxxxxx Common Stock are so surrendered and certificates evidencing the BOCC MFC Common Stock and MFC Series B Preferred Stock into which his or her Xxxxxxxx Common Cardinal Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by BOCC MFC with respect to that BOCC MFC 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 Xxxxxxxx Cardinal shareholder. However, upon the proper surrender of the shareholder’s Xxxxxxxx 's Cardinal Certificate for Xxxxxxxx Common Stock and the issuance to that shareholder of certificates representing the BOCC MFC Common Stock and MFC Series B Preferred Stock to which the shareholder is entitled, if BOCC MFC shall have paid any dividend or made any distribution to the holders of its BOCC MFC Common Stock or MFC Series B Preferred Stock of record as of a date after the Effective Time, BOCC shall pay the former Xxxxxxxx shareholder Time and if MFC is holding the amount of that dividend or distribution related to the BOCC MFC EXHIBIT 2.1 Common Stock or MFC Series B Preferred 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 Stockthen 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, BOCC and BOC MFC shall send or cause to be sent to each former Xxxxxxxx CNB shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a “"Transmittal Letter”") for use in surrendering Xxxxxxxx CNB Certificates to BOCC and BOC MFC or to an exchange agent appointed by BOCC and BOCMFC. Upon the proper surrender and delivery to BOCC and BOC MFC or their its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Xxxxxxxx CNB of his or her Xxxxxxxx CNB Certificate(s), and in exchange therefor, (i) BOCC MFC shall as soon as practicable issue and deliver, deliver to each holder of Xxxxxxxx Common Stock, the shareholder stock certificates and/or a check evidencing the numbers of whole shares of BOCC Stock consideration into which the shareholder’s Xxxxxxxx Common '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 1.04(f1.05(g) 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 1.04(g1.05(h), no consideration certificate evidencing MFC Common Stock or check for cash shall be issued or delivered to any former Xxxxxxxx CNB shareholder unless and until that shareholder shall have properly surrendered to BOCC and BOC MFC or their its agent the Xxxxxxxx CNB Certificate(s) formerly representing his or her shares of Xxxxxxxx CNB Stock, together with a properly completed Transmittal Letter. Further, until a former CNB shareholder’s Xxxxxxxx 's CNB Certificates for Xxxxxxxx Common Stock are so surrendered and certificates evidencing the BOCC any MFC Common Stock into which his or her Xxxxxxxx Common CNB Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by BOCC MFC with respect to that BOCC MFC Common Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former Xxxxxxxx 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 Xxxxxxxx 's CNB Certificate for Xxxxxxxx Common Stock and the issuance to that shareholder of certificates a certificate representing the BOCC any MFC Common Stock to which the shareholder is entitled, if BOCC MFC shall have paid pay to such shareholder any dividend paid or made any distribution made to the holders of its BOCC MFC Common Stock of record as of a date after in the interim between the Effective TimeTime and such surrender and issuance, BOCC 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 Stockwithout interest.

Exchange and Payment Procedures; Surrender of Certificates. As promptly as practicable, but not more than ten business days following the Effective Time, BOCC and BOC MFC shall send or cause to be sent to each former Xxxxxxxx CNB shareholder of record immediately prior to the Effective Time written instructions and transmittal materials (a “"Transmittal Letter”") for use in surrendering Xxxxxxxx CNB Certificates to BOCC and BOC MFC or to an exchange agent appointed by BOCC and BOCMFC. Upon the proper surrender and delivery to BOCC and BOC MFC or their its agent (in accordance with its instructions, and accompanied by a properly completed Transmittal Letter) by a former shareholder of Xxxxxxxx CNB of his or her Xxxxxxxx CNB Certificate(s), and in exchange therefor, (i) BOCC MFC shall as soon as practicable issue and deliver, deliver to each holder of Xxxxxxxx Common Stock, the shareholder stock certificates and/or a check evidencing the numbers of whole shares of BOCC Stock consideration into which the shareholder’s Xxxxxxxx Common '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 1.04(f1.05(g) 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 1.04(g1.05(h), no consideration certificate evidencing MFC Common Stock or check for cash shall be issued or delivered to any former Xxxxxxxx CNB shareholder unless and until that shareholder shall have properly surrendered to BOCC and BOC MFC or their its agent the Xxxxxxxx CNB Certificate(s) formerly representing his or her shares of Xxxxxxxx CNB Stock, together with a properly completed Transmittal Letter. Further, until a former CNB shareholder’s Xxxxxxxx 's CNB Certificates for Xxxxxxxx Common Stock are so surrendered and certificates evidencing the BOCC any MFC Common Stock into which his or her Xxxxxxxx Common CNB Stock was converted at the Effective Time actually are issued to him or her, no dividend or other distribution payable by BOCC MFC with respect to that BOCC MFC EXHIBIT 2.2 Common Stock as of any date subsequent to the Effective Time shall be paid or delivered to the former Xxxxxxxx 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 Xxxxxxxx 's CNB Certificate for Xxxxxxxx Common Stock and the issuance to that shareholder of certificates a certificate representing the BOCC any MFC Common Stock to which the shareholder is entitled, if BOCC MFC shall have paid pay to such shareholder any dividend paid or made any distribution made to the holders of its BOCC MFC Common Stock of record as of a date after in the interim between the Effective TimeTime and such surrender and issuance, BOCC 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 Stockwithout interest.