Common use of Unclaimed Merger Consideration Clause in Contracts

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable by SmartFinancial to holders of shares of Company Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company for nine months after the Effective Time (including any dividends or other distributions payable or distributable on or with respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreement) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancial. Any former shareholder of the Company who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial for the Merger Consideration (and any other amounts) issuable or payable in respect of the shares of Company Common Stock previously held by such shareholder, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company Common Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company Common Stock for any Merger Consideration (or any other property) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Common Stock, SmartFinancial and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration, and any other amounts payable by SmartFinancial to the holders of shares of Company Bancorp Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company Bancorp for nine months after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with in respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementthereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancial. Any former shareholder of the Company Bancorp who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial for that portion of the Merger Consideration (and any other amounts) issuable or payable deliverable in respect of the shares of Company Bancorp Common Stock previously held by such shareholder, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company Bancorp Common Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company Bancorp Common Stock for any portion of the Merger Consideration (or any other propertyamounts) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company Bancorp to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Bancorp Common Stock, SmartFinancial and the Exchange Agent shall be entitled to deposit any portion of the Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration, and any other amounts payable by SmartFinancial Bancshares to the holders of shares of Company Common SmartFinancial Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company SmartFinancial for nine 12 months after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with in respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementthereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancialBancshares. Any former shareholder of the Company SmartFinancial who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial Bancshares for that portion of the Merger Consideration (and any other amounts) issuable or payable deliverable in respect of the shares of Company Common SmartFinancial Stock previously held by such shareholder, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company Common Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company Common SmartFinancial Stock for any portion of the Merger Consideration (or any other propertyamounts) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial Bancshares and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company SmartFinancial to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Common SmartFinancial Stock, SmartFinancial Bancshares and the Exchange Agent shall be entitled to deposit any portion of the Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable or distributable by SmartFinancial Reliant to the holders of shares of Company TCB Holdings Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company TCB Holdings for nine 12 months after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with in respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementthereof) shall at the request of SmartFinancial Reliant be delivered by the Exchange Agent to SmartFinancialReliant. Any former shareholder of the Company TCB Holdings who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial Reliant for that portion of the Merger Consideration (and any other amounts) issuable or payable deliverable in respect of the shares of Company TCB Holdings Common Stock previously held by such shareholder, and any Post-Closing Distributions payable or distributable in accordance with Section 3.2(d), in each case as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable payable, issuable, or payable distributable under this Agreement in respect of any shares of Company TCB Holdings Common Stock (or shares of SmartFinancial Reliant Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any a Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial Reliant (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company TCB Holdings Common Stock for any portion of the Merger Consideration (or any other propertyamounts) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial Reliant and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company TCB Holdings to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company TCB Holdings Common Stock, SmartFinancial Reliant and the Exchange Agent shall be entitled to deposit any portion of the Merger Consideration (or any other amounts) issuable payable, issuable, or payable distributable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable by SmartFinancial to holders portion of shares of Company Common Stock in accordance with this Agreement, in each case the Exchange Fund that remain(s) remains unclaimed by former the shareholders of the Company NUVO for nine six months after the Effective Time (including as well as any dividends interest or other distributions payable or distributable on or with respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementproceeds from any investment thereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancialMerchants. Any former shareholder shareholders of the Company NUVO who has have not theretofore complied with the exchange procedures provided for in this Agreement Section 2.08(b) shall thereafter look only to SmartFinancial Merchants for payment of the Merger Consideration (and any other amounts) issuable or payable deliverable in respect of the shares each share of Company NUVO Common Stock previously such shareholder held by such shareholder, at the Effective Time as determined pursuant to this AgreementAgreement and any Option Cancellation Payment to which the holder of a cancelled Option is entitled, in each case without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any outstanding Certificates for shares of Company NUVO Common Stock (are not surrendered or shares of SmartFinancial Common Stock into which the same shall have been converted) payment for them is not claimed prior to the date on which such Merger Consideration shares of Merchants Common Stock or other amounts cash would otherwise escheat to or become the property of any Governmental Entitygovernmental unit or agency, such Merger Consideration or other amounts the unclaimed items shall, to the extent permitted by abandoned property, escheat, property and any other applicable Lawslaw, become the property of SmartFinancial Merchants (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests interest of any Person previously entitled to such property. Neither the Exchange Agent nor any Party party to this Agreement shall be liable to any holder of Company shares of NUVO Common Stock represented by any Certificate for any Merger Consideration (or any other property) properly consideration paid or delivered to a Governmental Entity public official pursuant to applicable abandoned property, escheat, escheat or similar Lawslaws. SmartFinancial Merchants and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company NUVO to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the with respect to ownership of Company any shares of NUVO Common StockStock represented by any Certificate, SmartFinancial Merchants and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration, and any other amounts payable by SmartFinancial to the holders of shares of Company Common Bancshares Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company Bancshares for nine months after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with in respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementthereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancial. Any former shareholder of the Company Bancshares who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial for that portion of the Merger Consideration (and any other amounts) issuable or payable deliverable in respect of the shares of Company Common Bancshares Stock previously held by such shareholder, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company Common Bancshares Class A Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company Common Bancshares Stock for any portion of the Merger Consideration (or any other propertyamounts) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company Bancshares to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Common Bancshares Stock, SmartFinancial and the Exchange Agent shall be entitled to deposit any portion of the Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any portion of the Merger Consideration, and any other amounts payable by SmartFinancial to the holders of shares of Company Bancshares Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company Bancshares for nine months after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with in respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementthereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancial. Any former shareholder of the Company Bancshares who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial for that portion of the Merger Consideration (and any other amounts) issuable or payable deliverable in respect of the shares of Company Bancshares Common Stock previously held by such shareholder, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company Bancshares Common Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company Bancshares Common Stock for any portion of the Merger Consideration (or any other propertyamounts) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company Bancshares to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Bancshares Common Stock, SmartFinancial and the Exchange Agent shall be entitled to deposit any portion of the Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any Merger Consideration, If and to the extent any other amounts payable by SmartFinancial to holders of shares holder of Company Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders fails to deliver an executed Letter of Transmittal and the Company for nine months after related Certificate or Lost Certificate Affidavit to the Effective Time (including any dividends or other distributions payable or distributable on or with respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreement) shall at the request of SmartFinancial be delivered by the Exchange Paying Agent to SmartFinancial. Any former shareholder of the Company who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial for the Merger Consideration (and any other amounts) issuable or payable in respect of the shares of Company Common Stock previously held by such shareholder, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company Common Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) is not claimed prior to the date on which the Escrow Agreement terminates, any funds received by the Paying Agent that are payable to such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, holder in respect of such Merger Consideration or other amounts shall, holder’s shares of Company Common Stock shall be promptly delivered to the extent permitted Surviving Corporation by abandoned property, escheatthe Paying Agent, and other applicable Laws, become the property of SmartFinancial (and such holder shall look only to the extent not in its possession shall be delivered to it), free and clear Surviving Corporation for payment of all claims or interests of any Person previously entitled to such propertyamounts. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any Each holder of Company Common Stock who prior to such date delivers to the Paying Agent a duly completed and executed Letter of Transmittal and surrenders the related Certificate or Lost Certificate Affidavit shall look only to the Paying Agent for satisfaction of any claims related to the applicable Per Share Merger Consideration (except to the extent the Paying Agent has returned such funds to the Surviving Corporation as contemplated above, in which case such holder shall only look to the Surviving Corporation as contemplated above). Any interest, dividends or any other property) income earned on the investment of cash held by the Paying Agent, together with all tax and other liabilities associated therewith, shall be for the account of the Surviving Corporation. Upon delivery of a properly paid or delivered to a Governmental Entity pursuant to applicable abandoned propertyexecuted Letter of Transmittal, escheat, or similar Laws. SmartFinancial and the Exchange Agent surrender of a Certificate to the Surviving Corporation or Paying Agent, as applicable, together with such other documents as may reasonably be required by the Surviving Corporation or Paying Agent, as applicable, such holder shall be entitled to rely upon receive in exchange therefor the stock transfer books and records of the Company to establish the identity of those Persons entitled to receive the Merger Consideration (and applicable cash, without any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Common Stock, SmartFinancial and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect theretointerest thereon.

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable by SmartFinancial to holders portion of the shares of Company Parent Common Stock in accordance with this Agreement, in each case and cash delivered to the Exchange Agent by Parent pursuant to Section 3.03(b) that remain(s) remains unclaimed by former the shareholders of the Company for nine six months after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementproceeds from any investment thereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancialParent. Any shareholders of the Company who have not theretofore complied with Section 3.03(c) shall thereafter look only to Parent for the consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement without any interest thereon. In the event that any former shareholder of the Company who has shall not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial for the Merger Consideration (and any other amounts) issuable have properly surrendered his or payable in respect of the her Certificates or Book-Entry Shares representing shares of Company Common Stock previously held by within such shareholderperiod, as determined pursuant the shares of Parent Common Stock that would otherwise have been issued to this Agreementsuch shareholder may, without at the option of Parent, be sold and the net proceeds of such sale, together with any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement cash in respect of fractional shares and any previously accrued dividends, and the Per Share Cash Consideration in respect of such holder’s shares of Company Common Stock Stock, shall be held by Parent for such shareholder’s benefit in a non-interest bearing deposit account at Bank Subsidiary or another depository institution, the deposits of which are insured by the Federal Deposit Insurance Corporation (or shares the “FDIC”), chosen by Parent in its discretion, and the sole right of SmartFinancial such shareholder shall be the right to receive any certificates for Parent Common Stock into which the same shall have not been converted) is not claimed prior so sold, and to the date on which collect cash in such Merger Consideration or other amounts would otherwise escheat account, without interest. Subject to any Governmental Entityall applicable laws of escheat, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled paid to such propertyformer shareholder of Company, without interest, upon proper surrender of his or her Certificates or Book-Entry Shares. Neither the Exchange Agent nor any Party party to this Agreement shall be liable to any holder of Company Common Stock stock represented by any Certificate or Book-Entry Shares for any Merger Consideration (or any other property) properly consideration paid or delivered to a Governmental Entity public official pursuant to applicable abandoned property, escheat, escheat or similar Lawslaws. SmartFinancial Parent and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) consideration specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the with respect to ownership of Company Common Stockstock represented by any Certificate or Book-Entry Shares, SmartFinancial Parent and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable by SmartFinancial to holders of shares of Company Common Stock in accordance with this Agreement, in each case that remain(sUntil the six (6) unclaimed by former shareholders month anniversary of the Company for nine months after Effective Time, Buyer shall make available on a timely basis or cause to be made available to the Effective Time (including any dividends or other distributions payable or distributable on or with respect Exchange Agent cash in an amount sufficient to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreement) shall at the request of SmartFinancial be delivered by allow the Exchange Agent to SmartFinancialmake all payments that may be required to the holders of Seller Stock in exchange for Certificates pursuant to this Article III. Upon such six (6) month anniversary, any such cash remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to Buyer. Any former shareholder holder of the Company Certificates who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial exchanged his or her Certificates for the Merger Consideration (and any other amounts) issuable or payable in respect of the shares of Company Common Stock previously held by such shareholder, as determined pursuant to this AgreementArticle III shall thereafter be entitled to look exclusively to Buyer and Buyer Bank, without any interest thereon. If and only as a general creditor thereof, for the Merger Consideration to which he or any other amounts issuable she may be entitled upon exchange of such Certificates pursuant to this Article III. If outstanding Certificates are not surrendered or payable under this Agreement in respect of any shares of Company Common Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) payment for them is not claimed prior to the date on which such Merger Consideration or other amounts payment would otherwise escheat to or become the property of any Governmental EntityAuthority, such Merger Consideration or other amounts the unclaimed items shall, to the extent permitted by abandoned property, escheat, property and any other applicable Lawslaw, become the property of SmartFinancial Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests Liens of any Person previously entitled to such property. Neither the Exchange Agent Agent, Buyer Bank nor any Party to this Agreement either of the parties hereto shall be liable to any holder of Company Common Seller Stock represented by any Certificate for any Merger Consideration (or any other property) properly consideration paid or delivered to a Governmental Entity public official pursuant to applicable abandoned property, escheat, escheat or similar Lawslaws. SmartFinancial Buyer, Buyer Bank and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company Seller to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this AgreementConsideration, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Common Stock, SmartFinancial and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable by SmartFinancial Commerce Union to holders of shares of Company CFI Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company CFI for nine months one year after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with in respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementthereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancialCommerce Union. Any former shareholder of the Company CFI who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial Commerce Union for the Merger Consideration (and any other amounts) issuable or payable in respect of the shares of Company CFI Common Stock previously held by such shareholdershareholder and any dividends or other distributions payable or distributable on or with respect thereto, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company CFI Common Stock (or any shares of SmartFinancial Common Commerce Xxxxx Xxxxxx Stock into which the same shall have been converted) issuable as Merger Consideration is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial Commerce Union (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company CFI Common Stock for any Merger Consideration (or any other propertyamounts) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial Commerce Union and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company CFI to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company CFI Common Stock, SmartFinancial Commerce Union and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable by SmartFinancial to holders portion of the shares of Company PCC Common Stock in accordance with this Agreement, in each case and cash delivered to the Exchange Agent by PCC pursuant to Section 2.2(c) that remain(s) remains unclaimed by former the shareholders of the Company Foundation Bancorp for nine months one (1) year after the Effective Time (including as well as any dividends or other distributions payable or distributable on or with respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreementproceeds from any investment thereof) shall at the request of SmartFinancial be delivered by the Exchange Agent to SmartFinancialPCC. Any former shareholder shareholders of the Company Foundation Bancorp who has have not theretofore complied with the exchange procedures provided for in this Agreement Section 2.2(d) shall thereafter look only to SmartFinancial PCC for the Merger Consideration (and any other amounts) issuable or payable consideration deliverable in respect of the shares each share of Company Foundation Bancorp Common Stock, Foundation Bancorp Restricted Stock previously held by or Foundation Bancorp Preferred Stock such shareholder, shareholder holds as determined pursuant to this Agreement, Agreement without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any outstanding Certificates for shares of Company Foundation Bancorp Common Stock, Foundation Bancorp Restricted Stock (or shares of SmartFinancial Common Foundation Bancorp Preferred Stock into which or Book-Entry Shares are not surrendered or the same shall have been converted) payment for them is not claimed prior to the date on which such Merger Consideration shares of PCC Common Stock or other amounts cash would otherwise escheat to any Governmental Entitygovernmental unit or agency, such Merger Consideration or other amounts the unclaimed items shall, to the extent permitted by abandoned property, escheat, property and any other applicable Lawslaw, become the property of SmartFinancial PCC (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests interest of any Person previously entitled to such property. Neither the Exchange Agent nor any Party party to this Agreement shall be liable to any holder of Company Common Stock stock represented by any Foundation Bancorp Certificate or Book-Entry Shares for any Merger Consideration (or any other property) properly consideration paid or delivered to a Governmental Entity public official pursuant to applicable abandoned property, escheat, escheat or similar Lawslaws. SmartFinancial PCC and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company Foundation Bancorp to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the with respect to ownership of Company Common Stockstock represented by any Foundation Bancorp Certificate or any Book-Entry Shares, SmartFinancial PCC and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.

Unclaimed Merger Consideration. Any Merger Consideration, and any other amounts payable by SmartFinancial BancShares to holders of shares of Company Common Stock in accordance with this Agreement, in each case that remain(s) unclaimed by former shareholders of the Company for nine months after the Effective Time (including any dividends or other distributions payable or distributable on or with respect to shares of SmartFinancial Common Stock that are issued or issuable as Merger Consideration in accordance with this Agreement) shall at the request of SmartFinancial BancShares be delivered by the Exchange Agent to SmartFinancialBancShares. Any former shareholder of the Company who has not theretofore complied with the exchange procedures provided for in this Agreement shall thereafter look only to SmartFinancial BancShares for the Merger Consideration (and any other amounts) issuable or payable in respect of the shares of Company Common Stock previously held by such shareholder, as determined pursuant to this Agreement, without any interest thereon. If the Merger Consideration or any other amounts issuable or payable under this Agreement in respect of any shares of Company Common Stock (or shares of SmartFinancial Common Stock into which the same shall have been converted) is not claimed prior to the date on which such Merger Consideration or other amounts would otherwise escheat to any Governmental Entity, such Merger Consideration or other amounts shall, to the extent permitted by abandoned property, escheat, and other applicable Laws, become the property of SmartFinancial BancShares (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interests of any Person previously entitled to such property. Neither the Exchange Agent nor any Party to this Agreement shall be liable to any holder of Company Common Stock for any Merger Consideration (or any other property) properly paid or delivered to a Governmental Entity pursuant to applicable abandoned property, escheat, or similar Laws. SmartFinancial BancShares and the Exchange Agent shall be entitled to rely upon the stock transfer books and records of the Company to establish the identity of those Persons entitled to receive the Merger Consideration (and any other amounts) specified in this Agreement, which books and records shall be conclusive with respect thereto. In the event of a dispute regarding the ownership of Company Common Stock, SmartFinancial BancShares and the Exchange Agent shall be entitled to deposit any Merger Consideration (or any other amounts) issuable or payable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims or Liability with respect thereto.