Common use of Rights of Certificate Holders after the Effective Time Clause in Contracts

Rights of Certificate Holders after the Effective Time. (A) All shares of BFST Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST in respect of the BFST Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST Common Stock shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article II. Subject to Legal Requirements, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the Certificates representing whole shares of BFST Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (B) In the event of a transfer of ownership of a Certificate representing TCBI Common Stock that is not registered in the stock transfer records of TCBI, the proper amount of Merger Consideration and any cash in lieu of fractional shares shall be issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of BFST that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST FBMS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST FBMS in respect of the BFST FBMS Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST FBMS Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST FBMS Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST FBMS Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST FBMS Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST FBMS Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI SSNF Common Stock that is not registered in the stock transfer records of TCBISSNF, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares FBMS Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI SSNF Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST FBMS that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST FBMS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST FBMS in respect of the BFST FBMS Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST FBMS Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST FBMS Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST FBMS Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST FBMS Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST FBMS Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI SWGB Common Stock that is not registered in the stock transfer records of TCBISWGB, the proper amount of Merger Consideration and any cash in lieu shares of fractional shares FBMS Common Stock shall be issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI SWGB Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST FBMS or the Exchange Agent that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST BFC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST BFC in respect of the BFST BFC Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST BFC Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST BFC Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST BFC Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST BFC Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST BFC Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI HTB Common Stock that is not registered in the stock transfer records of TCBIHTB, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares BFC Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI HTB Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST BFC that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST BFC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST BFC in respect of the BFST BFC Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST BFC Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST BFC Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST BFC Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST BFC Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST BFC Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI PCB Common Stock that is not registered in the stock transfer records of TCBIPCB, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares BFC Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI PCB Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST BFC that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST BFC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST BFC in respect of the BFST BFC Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST BFC Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST BFC Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of such Certificate or Book Entry Share the Certificates representing number of whole shares of BFST BFC Common Stock issued such Holder would have been entitled to receive at the Effective Time in exchange therefortherefor pursuant to Section 2.01, and without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST BFC Common Stock and not paid and paid; (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST BFC Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender; and (iii) any cash in lieu of fractional shares such Holder is entitled to pursuant to Section 2.04. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI TB Common Stock that is not registered in the stock transfer records of TCBITB, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares BFC Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI TB Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST BFC that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (A) A. All shares of BFST Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST in respect of the BFST Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST Common Stock shall be paid to any holder of any unsurrendered Certificate until such Certificate is surrendered for exchange in accordance with this Article II. Subject to Legal Requirements, following surrender of any such Certificate, there shall be issued and/or paid to the holder of the Certificates representing whole shares of BFST Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (B) B. In the event of a transfer of ownership of a Certificate representing TCBI PBI Common Stock that is not registered in the stock transfer records of TCBIPBI, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares BFST Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI PBI Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of BFST that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST BFC Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST BFC in respect of the BFST BFC Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST BFC Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST BFC Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST BFC Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST BFC Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST BFC Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI DBI Common Stock that is not registered in the stock transfer records of TCBIDBI, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares BFC Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI DBI Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST BFC that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST SMBK Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST SMBK in respect of the BFST SMBK Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST SMBK Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST SMBK Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST SMBK Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST SMBK Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST SMBK Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI PFG Common Stock that is not registered in the stock transfer records of TCBIPFG, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares SMBK Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI PFG Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST SMBK that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST CBAN Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST CBAN in respect of the BFST CBAN Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST CBAN Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST CBAN Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST CBAN Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST CBAN Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST CBAN Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI LBC Common Stock that is not registered in the stock transfer records of TCBILBC, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares CBAN Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI LBC Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST CBAN that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST FBMS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST FBMS in respect of the BFST FBMS Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST FBMS Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST FBMS Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST FBMS Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST FBMS Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST FBMS Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI HSBI Common Stock that is not registered in the stock transfer records of TCBIHSBI, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares FBMS Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI HSBI Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST FBMS or the Exchange Agent that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST FBMS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST FBMS in respect of the BFST FBMS Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST FBMS Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST FBMS Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST FBMS Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST FBMS Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST FBMS Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI FPB Common Stock that is not registered in the stock transfer records of TCBIFPB, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares FBMS Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI FPB Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST FBMS that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST SMBK Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST SMBK in respect of the BFST SMBK Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST SMBK Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST SMBK Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST SMBK Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST SMBK Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST SMBK Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI SCB Common Stock that is not registered in the stock transfer records of TCBISCB, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares SMBK Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI SCB Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST SMBK that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST FBMS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST FBMS in respect of the BFST FBMS Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST FBMS Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST FBMS Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST FBMS Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST FBMS Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST FBMS Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI FFB Common Stock that is not registered in the stock transfer records of TCBIFFB, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares FBMS Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI FFB Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST FBMS or the Exchange Agent that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (Aa) All shares of BFST FBMS Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST FBMS in respect of the BFST FBMS Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST FBMS Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST FBMS Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST FBMS Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST FBMS Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST FBMS Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (Bb) In the event of a transfer of ownership of a Certificate representing TCBI Common BBI Stock that is not registered in the stock transfer records of TCBIBBI, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares FBMS Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI BBI Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST FBMS or the Exchange Agent that the Tax has been paid or is not applicable.

Rights of Certificate Holders after the Effective Time. (A1) All shares of BFST CBAN Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by BFST CBAN in respect of the BFST CBAN Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of BFST CBAN Common Stock issuable pursuant to this Agreement. No dividends or other distributions in respect of the BFST CBAN Common Stock shall be paid to any holder Holder of any unsurrendered Certificate or Book-Entry Share until such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to Legal Requirementsthe effect of applicable Laws, following surrender of any such CertificateCertificate or Book-Entry Share, there shall be issued and/or paid to the holder Holder of the Certificates certificates representing whole shares of BFST CBAN Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of BFST CBAN Common Stock and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of BFST CBAN Common Stock with a record date after the Effective Time but with a payment date subsequent to surrender. (B2) In the event of a transfer of ownership of a Certificate representing TCBI Common SCSG Stock that is not registered in the stock transfer records of TCBISCSG, the proper amount of Merger Consideration and any cash in lieu and/or shares of fractional shares CBAN Common Stock shall be paid or issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such TCBI Common SCSG Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of BFST CBAN that the Tax has been paid or is not applicable.