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

Exchange Procedures; Surrender of Certificates. (a) German American shall appoint its transfer agent as exchange agent for the surrender of Certificates formerly representing PCB Common in exchange for the Merger Consideration (the "Exchange Agent"). (b) At least five business days before the Closing Date, the Exchange Agent shall provide to each record holder of any Certificate or Certificates whose shares were converted into the right to receive a pro rata portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as German American may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than fifteen days after surrender to the Exchange Agent of a Certificate(s), together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to each of the holders of shares of PCB Common (or representatives of such persons) at the Closing the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. German American reserves the right in all cases to require that a surety bond on terms and in an amount satisfactory to German American be provided to German American at the expense of the PCB shareholder in the event that such shareholder claims loss of a Certificate and requests that German American waive the requirement for surrender of such Certificate. (c) No dividends that are otherwise payable on shares of German American Common constituting the Merger Consideration shall be paid to persons entitled to receive such shares of German American Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of German American Common shall be issued any dividends which shall have become payable with respect to such shares of German American Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender.

Exchange Procedures; Surrender of Certificates. (a) German American GABC shall appoint its transfer agent as an exchange agent for the surrender of Certificates formerly representing PCB UCBN Common in exchange for the Merger Consideration Consideration, which may be a third party, GABC or German American (such agent is referred to herein as the "Exchange Agent"). (b) At least Within five business days before after the Closing Datedate on which the Effective Time occurs, the Exchange Agent shall provide to each record holder of any Certificate or Certificates whose shares were converted into the right to receive a pro rata portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as German American GABC may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than fifteen days after surrender to the Exchange Agent of a Certificate(s), together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to each of the holders of shares of PCB Common (or representatives of such persons) at the Closing surrendering Certificate holder the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. German American GABC reserves the right in all cases to require that a surety bond on terms and in an amount satisfactory to German American GABC be provided to German American GABC at the expense of the PCB UCBN shareholder in the event that such shareholder claims loss of a Certificate and requests that German American GABC waive the requirement for surrender of such Certificate. (c) No dividends that are otherwise payable on shares of German American GABC Common constituting the Merger Consideration shall be paid to persons entitled to receive such shares of German American GABC Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of German American GABC Common shall be issued any dividends which shall have become payable with respect to such shares of German American GABC Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender.

Exchange Procedures; Surrender of Certificates. (a) German American The Fifth Third Bank shall appoint its transfer agent act as exchange agent for the surrender of Certificates formerly representing PCB Common Exchange Agent in exchange for the Merger Consideration (the "Exchange Agent"). (b) At least five business As soon as reasonably practicable but in no event more than ten working days before after the Closing DateEffective Time, the Exchange Agent shall provide mail to each record holder of any Certificate or Certificates whose shares were converted into the right to receive a pro rata portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as German American may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than fifteen ten days after surrender to the Exchange Agent of a Certificate(s)Certificate, together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver transmit to each of the holders of shares of PCB Common (or representatives holder of such persons) at Certificate the Closing the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. German American reserves the right in all cases to require that a surety bond on terms and in an amount satisfactory to German American be provided to German American at the reasonable expense of the PCB 1ST BANCORP shareholder in the event that such shareholder claims loss of a Certificate and requests that German American waive the requirement for surrender of such Certificate. (c) No dividends that are otherwise payable on shares of German American Common constituting the Merger Consideration shall be paid to persons entitled to receive such shares of German American Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of German American Common shall be issued any dividends which shall have become payable with respect to such shares of German American Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender.

Exchange Procedures; Surrender of Certificates. (a) German American shall appoint its transfer agent as an exchange agent for the surrender of Certificates formerly representing PCB Common Merger. German American may appoint a third party or itself to act as exchange agent in exchange for the Merger Consideration (either such third party or German American, as applicable, is referred to herein as the "Exchange Agent"). (b) At least five fifteen (15) business days before the Closing Date, the Exchange Agent shall provide to each record holder of any Certificate or Certificates whose shares were converted into the right to receive a pro rata portion of the Merger ConsiderationShareholders, together with the Form of Election, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as German American may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than fifteen days after surrender Provided that such Shareholder has surrendered to the Exchange Agent of a at least one business days prior to the Closing Date his or her Certificate(s), together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to each of the holders of shares of PCB Common (or representatives of such persons) Shareholders at the Closing the applicable aggregate amount and type of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of CertificatesCertificates if the Merger Consideration is not paid on the Closing Date due to delay in the surrender of required documentation to the Exchange Agent. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer or other taxes or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. German American reserves the right in all cases to require that a surety bond on terms and in an amount satisfactory to German American be provided to German American at the expense of the PCB shareholder Shareholder in the event that such shareholder Shareholder claims loss of a Certificate and requests that German American waive the requirement for surrender of such Certificate. (c) No dividends that are otherwise payable on shares of German American Common constituting the Merger Consideration shall be paid to persons entitled to receive such shares of German American Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of German American Common shall be issued any dividends which shall have become payable with respect to such shares of German American Common (without interest and less the amount of taxes, if any, which may have been imposed thereon), between the Effective Time and the time of such surrender.

Exchange Procedures; Surrender of Certificates. (a) German American 1.8.1. Trustco Bank, National Association shall appoint its transfer agent act as exchange agent for the surrender of Certificates formerly representing PCB Common Exchange Agent in exchange for the Merger Consideration (the "Exchange Agent"). 1.8.2. As soon as reasonably practicable after the Effective Time, but in no event later than five (b5) At least five business days before after the Closing Date, the Exchange Agent shall provide mail to each record holder of any Certificate or Certificates whose shares were converted into the right to receive a pro rata portion of the Merger Consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon the proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as German American TrustCo may reasonably specify) (each such letter letter, the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than fifteen days after Upon surrender to the Exchange Agent of a Certificate(s)Certificate, together with a Merger Letter of Transmittal duly executed and any other required documents, the Exchange Agent shall deliver to each of the holders of shares of PCB Common (or representatives holder of such persons) at Certificate shall be entitled to receive in exchange therefor solely the Closing the applicable aggregate amount of Merger Consideration. No interest on the Merger Consideration payable or issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. If the Merger Consideration is to be issued or paid to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any required transfer taxes or other taxes or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. German American reserves At the right in all cases to require that Effective Time, TrustCo shall deposit the Merger Consideration into a surety bond on terms and in an amount satisfactory to German American be provided to German American at specially segregated account for the expense benefit of the PCB shareholder in holders of Landmark Common. 1.8.3. In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such shareholder claims loss Certificate to be lost, stolen or destroyed and, if required by TrustCo in its sole discretion, the posting by such person of a Certificate and requests bond in such amount as TrustCo may determine is reasonably necessary as indemnity against any claim that German American waive the requirement for surrender of such Certificate. (c) No dividends that are otherwise payable on shares of German American Common constituting the Merger Consideration shall may be paid to persons entitled to receive such shares of German American Common until such persons surrender their Certificates. Upon such surrender, there shall be paid to the person in whose name the shares of German American Common shall be issued any dividends which shall have become payable made against it with respect to such shares of German American Common (without interest and less Certificate, the amount of taxesExchange Agent shall issue in exchange for such lost, if any, which may have been imposed thereon), between stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant hereto. 1.8.4. At or after the Effective Time there shall be no transfers on the stock transfer books of Landmark of any shares of Landmark Common. If, after the Effective Time, Certificates are presented for transfer, they shall be cancelled and exchanged for the time of such surrenderMerger Consideration as provided in, and subject to the provisions of, this Section 1.8.