Common use of Transmittal and Deliveries Clause in Contracts

Transmittal and Deliveries. As promptly as practicable after the Effective Date, Mutual First shall send or cause to be sent to each former holder of record of shares of Xxxxxx Common Stock immediately prior to the Effective Time transmittal materials (which shall specify that risk of loss and title to Old Certificates shall pass only upon acceptance of such Old Certificates by Mutual First or the Exchange Agent) for use in exchanging such stockholder's Old Certificates for the consideration set forth in this Article III. Mutual First shall cause the New Certificates into which shares of a stockholder's Xxxxxx Common Stock are converted on the Effective Date and/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Exchange Agent of Old Certificates representing such shares of Xxxxxx Common Stock (or indemnity reasonably satisfactory to Mutual First and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. Mutual First and the Exchange Agent shall be entitled to rely upon the stock transfer books of Xxxxxx to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, Mutual First or the Exchange Agent shall be entitled to deposit any consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

Transmittal and Deliveries. As promptly as practicable after the Effective Date, Mutual First shall send but not later than ten (10) business days thereafter, with respect to MFB shareholders (i) whose addresses have been furnished to MutualFirst or cause to be sent to each former holder of record of shares of Xxxxxx Common Stock immediately the Exchange Agent on or prior to the Effective Time Date and (ii) who did not surrender or improperly surrendered their Certificates to the Exchange Agent by the Election Deadline, MutualFirst shall cause the Exchange Agent to send to each such shareholder transmittal materials (which shall specify that risk of loss and title to Old Certificates shall pass only upon acceptance of such Old Certificates by Mutual First MutualFirst or the Exchange Agent) for use in exchanging such stockholder's Old shareholder’s Certificates for the consideration set forth in this Article IIIStock Consideration and/or the Cash Consideration, whichever is applicable. Mutual First shall cause the New Certificates into which shares of a stockholder's Xxxxxx Common Stock are converted on the Effective Date and/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon Upon proper delivery to the Exchange Agent of Old Certificates representing such shares of Xxxxxx Common Stock (or indemnity reasonably satisfactory to Mutual First MutualFirst and the Exchange Agent, if any of such certificates Certificates are lost, stolen or destroyed) owned by such stockholdershareholder, the Exchange Agent shall promptly deliver to such shareholder the Stock Consideration and/or Cash Consideration applicable thereto, and if appropriate, a check for any cash in lieu of a fractional share interest. No interest will be paid on with respect to any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such deliverythe foregoing. Mutual First MutualFirst and the Exchange Agent shall be entitled to rely upon the stock transfer books of Xxxxxx MFB to establish the identity of those persons Persons entitled to receive consideration specified in the Merger Consideration pursuant to this AgreementArticle III, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, Mutual First MutualFirst or the Exchange Agent shall be entitled to deposit any consideration in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.