Common use of Conversion and Exchange of Stock Clause in Contracts

Conversion and Exchange of Stock. 1. As of the Effective Time of the Share Exchange, each share of Bank Stock (or options to purchase Bank Stock) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Share Exchange becoming effective and without any action on the part of anyone, be exchanged on a one-for-one basis for shares of BHC Stock (or options to purchase BHC Stock). Previously outstanding shares of BHC Stock shall be redeemed for $10.00 per share. 2. As soon as reasonably practicable after the Effective Time of the Share Exchange, each registered holder of the outstanding Bank Stock shall deliver, or cause to be delivered, to BHC, the certificates evidencing and representing all shares of Bank Stock which were validly issued and outstanding and held by such holder immediately prior to the Effective Time of the Share Exchange, and BHC shall take prompt action to process such certificates evidencing and representing Bank Stock received by it (including the prompt return of defective submissions with instructions as to those actions which may be necessary to remedy such defects). Upon receipt of the proper submission of the certificates formerly representing and evidencing Bank Stock, BHC shall, on or prior to the 30th day after the Effective Time of the Share Exchange, mail to the former Bank shareholders in exchange for Bank Stock formerly owned by them, certificates for shares of BHC Stock. Alternatively, BHC may send stickers to each Bank shareholder to be applied to the certificate of Bank Stock, which stickers will indicate that the certificates now represent a like number of shares of BHC Stock. After the Effective Time of the Share Exchange and until properly surrendered to BHC, each outstanding certificate or certificates which formerly evidenced and represented the Bank Stock, subject to the provisions of this Section, shall be deemed for all corporate purposes to represent the shares of BHC Stock into which such holder's Bank Stock were converted and aggregated at the Effective Time of the Share Exchange. The registered holder of any certificate(s) representing Bank Stock which shall have been lost or destroyed may be subject to the provisions of this Section, obtain his or her certificate for BHC Stock provided that such shareholder(s) shall deliver to the Exchange Agent: (i) a sworn statement certifying such loss or destruction and specifying the circumstances thereof and (ii) an indemnity or lost instrument bond in form satisfactory to BHC which has been duly executed by a corporate surety satisfactory to BHC, indemnifying the Bank and BHC (and their respective successors) to their satisfaction against any loss or expense which any of them may incur as a result of such lost or destroyed certificates being thereafter presented. Any costs or expenses which may arise from such procedure, including the premium on the lost instrument bond, shall be for the account of the shareholder. 3. At the Effective Time of the Share Exchange, the stock transfer books of Bank shall be closed and no transfer of Bank Stock shall be made thereafter except by BHC. 4. Notwithstanding anything to the contrary herein, any holder of Bank Stock who shall comply strictly with the provisions of T.C.A. ss.45-2-1309 and ss.48-23-101, et seq. shall be entitled to dissent from the Share Exch▇▇▇▇ ▇▇▇ to seek those appraisal remedies afforded therein. However, BHC shall not be obligated to consummate the Share Exchange if the holders of more than 5% of the outstanding shares of Bank Stock issued and outstanding immediately prior to the Effective Time shall have perfected their dissenters' rights, and the perfected status of said dissenters' rights shall have continued to the time of Closing.

Conversion and Exchange of Stock. 1. As of the Effective Time of the Share Exchange, each share of Bank Stock (or options to purchase Bank Stock) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Share Exchange becoming effective and without any action on the part of anyone, be exchanged on a one-for-one basis for shares of BHC Stock (or options to purchase BHC Stock). Previously outstanding shares of BHC Stock shall be redeemed for $10.00 per share. 2. As soon as reasonably practicable after the Effective Time of the Share Exchange, each registered holder of the outstanding Bank Stock shall deliver, or cause to be delivered, to BHC, the certificates evidencing and representing all shares of Bank Stock which were validly issued and outstanding and held by such holder immediately prior to the Effective Time of the Share Exchange, and BHC shall take prompt action to process such certificates evidencing and representing Bank Stock received by it (including the prompt return of defective submissions with instructions as to those actions which may be necessary to remedy such defects). Upon receipt of the proper submission of the certificates formerly representing and evidencing Bank Stock, BHC shall, on or prior to the 30th day after the Effective Time of the Share Exchange, mail to the former Bank shareholders in exchange for Bank Stock formerly owned by them, certificates for shares of BHC Stock. Alternatively, BHC may send stickers to each Bank shareholder to be applied to the certificate of Bank Stock, which stickers will indicate that the certificates now represent a like number of shares of BHC Stock. After the Effective Time of the Share Exchange and until properly surrendered to BHC, each outstanding certificate or certificates which formerly evidenced and represented the Bank Stock, subject to the provisions of this Section, shall be deemed for all corporate purposes to represent the shares of BHC Stock into which such holder's Bank Stock were converted and aggregated at the Effective Time of the Share Exchange. The registered holder of any certificate(s) representing Bank Stock which shall have been lost or destroyed may be subject to the provisions of this Section, obtain his or her certificate for BHC Stock provided that such shareholder(s) shall deliver to the Exchange Agent: (i) a sworn statement certifying such loss or destruction and specifying the circumstances thereof and (ii) an indemnity or lost instrument bond in form satisfactory to BHC which has been duly executed by a corporate surety satisfactory to BHC, indemnifying the Bank and BHC (and their respective successors) to their satisfaction against any loss or expense which any of them may incur as a result of such lost or destroyed certificates being thereafter presented. Any costs or expenses which may arise from such procedure, including the premium on the lost instrument bond, shall be for the account of the shareholder. 3. At the Effective Time of the Share Exchange, the stock transfer books of Bank shall be closed and no transfer of Bank Stock shall be made thereafter except by BHC. 4. Notwithstanding anything to the contrary herein, any holder of Bank Stock who shall comply strictly with the provisions of T.C.A. ss.45-2-1309 and ss.48-23-101, et seq. shall be entitled to dissent from the Share Exch▇▇▇▇ ▇▇▇ nge and to seek those appraisal remedies afforded therein. However, BHC shall not be obligated to consummate the Share Exchange if the holders of more than 5% of the outstanding shares of Bank Stock issued and outstanding immediately prior to the Effective Time shall have perfected their dissenters' rights, and the perfected status of said dissenters' rights shall have continued to the time of Closing.