Common use of Preparation and Distribution of Proxy Statement/Prospectus Clause in Contracts

Preparation and Distribution of Proxy Statement/Prospectus. Cardinal and MFC jointly will prepare a "Proxy Statement/Prospectus" for distribution to their respective shareholders as Cardinal's "Proxy Statement" described in Paragraph 4.01(a) above and MFC's "Proxy Statement" described in Paragraph 5.01 above, and as MFC's Prospectus contained in the MFC Registration Statement as described in Paragraph 5.02 above. The Proxy Statement/Prospectus will be prepared, in all material respects in such form, and will contain or be accompanied by such information regarding the Cardinal Shareholders' Meeting, the MFC Shareholder's Meeting, this Agreement, the parties hereto, the Merger and other transactions described herein, or otherwise, as is required by the 1933 Act and rules and regulations of the SEC thereunder to be included in MFC's Prospectus, and as is required by the 1934 Act and rules and regulations of the SEC thereunder (including without lmitation Regulation 14A) to be included in Cardinal's Proxy Statement and MFC's Proxy Statement, or as otherwise shall be agreed upon by legal counsel for MFC and Cardinal. Cardinal and MFC will mail the Proxy Statement/Prospectus to their respective shareholders on a date mutually agreed upon by Cardinal and MFC, but in no event less than 20 days prior to the scheduled date of the earlier of the Cardinal Shareholders' Meeting or the MFC Shareholders' Meeting; provided, however, that no such materials shall be mailed to Cardinal's shareholders unless and until the SEC shall have declared the MFC Registration Statement to be effective and approved Cardinal's and MFC's respective Proxy Statements. The Proxy Statement/Prospectus mailed to Cardinal's and MFC's respective shareholders shall be in the form of the final Prospectus contained in the MFC Registration Statement as it is declared effective by the SEC.

Preparation and Distribution of Proxy Statement/Prospectus. Cardinal BNC and MFC SSB jointly will prepare a "joint proxy statement/prospectus (the “Proxy Statement/Prospectus" ”) for distribution to their respective BNC’s and SSB’s shareholders as Cardinal's "Proxy Statement" described in Paragraph 4.01(a) above and MFC's "Proxy Statement" described in Paragraph 5.01 aboveBNC’s proxy statement relating to BNC’s solicitation of proxies for use at the BNC Shareholders’ Meeting, SSB’s proxy statement relating to SSB’s solicitation of proxies for use at the SSB Shareholders’ Meeting, and as MFC's Prospectus contained in the MFC Registration Statement BNC’s prospectus relating to its offer and distribution of BNC Common Stock to SSB’s shareholders as described in Paragraph 5.02 abovethis Agreement. The Proxy Statement/Prospectus will be preparedshall, in all material respects respects, be prepared in such form, form and will contain or be accompanied by such information regarding the Cardinal Shareholders' BNC Shareholders Meeting, the MFC Shareholder's SSB Shareholders’ Meeting, this Agreement, the parties hereto, and the Merger and other transactions described herein, or otherwise, herein as is required by the 1933 Act and rules and regulations of the SEC thereunder FDIC applicable to be included in MFC's Prospectus, and BNC or otherwise as is required by the 1934 Act and rules and regulations of the SEC thereunder (including without lmitation Regulation 14A) to be included in Cardinal's Proxy Statement and MFC's Proxy Statement, or as otherwise shall be agreed upon by legal counsel for MFC BNC and CardinalSSB. Cardinal An Election of Consideration, in a form satisfactory to BNC as described in Paragraph 1.05(c), shall accompany the Proxy Statement/Prospectus mailed to each SSB shareholder. BNC and MFC SSB will mail the Proxy Statement/Prospectus to their respective shareholders on a date mutually agreed upon by Cardinal BNC and MFC, but in no event SSB not less than 20 days prior to the scheduled date of the earlier BNC Shareholders’ Meeting and the date of the Cardinal SSB Shareholders' Meeting or the MFC Shareholders' ’ Meeting, whichever is earlier; provided, however, that no such materials shall be mailed to Cardinal's BNC’s shareholders or SSB’s shareholders unless and until the SEC BNC shall have declared received the MFC Registration Statement to be effective authorization of the FDIC, and approved Cardinal's SSB and MFC's respective Proxy Statements. The Proxy Statement/Prospectus mailed to Cardinal's and MFC's respective shareholders BNC shall be in have agreed on the form and content of the final Prospectus contained in the MFC Registration Statement as it is declared effective by the SECsuch materials.

Preparation and Distribution of Proxy Statement/Prospectus. Cardinal ▇▇▇▇▇▇▇▇ and MFC BOCC jointly will prepare a "“Proxy Statement/Prospectus" ” for distribution to their respective shareholders as Cardinal's "▇▇▇▇▇▇▇▇’▇ “Proxy Statement" ” described in Paragraph 4.01(a) above and MFC's "BOCC’s “Proxy Statement" ” described in Paragraph 5.01 above, and as MFC's BOCC’s Prospectus contained in the MFC BOCC Registration Statement as described in Paragraph 5.02 above. The Proxy Statement/Prospectus will be prepared, in all material respects in such form, and will contain or be accompanied by such information regarding the Cardinal ▇▇▇▇▇▇▇▇ Shareholders' ’ Meeting, the MFC BOCC Shareholder's ’s Meeting, this Agreement, the parties hereto, the Merger and other transactions described herein, or otherwise, as is required by the 1933 Act and rules and regulations of the SEC thereunder to be included in MFC's BOCC’s Prospectus, and as is required by the 1934 Act and rules and regulations of the SEC thereunder (including without lmitation limitation Regulation 14A) to be included in Cardinal's ▇▇▇▇▇▇▇▇’▇ Proxy Statement and MFC's BOCC’s Proxy Statement, or as otherwise shall be agreed upon by legal counsel for MFC BOCC and Cardinal▇▇▇▇▇▇▇▇. Cardinal ▇▇▇▇▇▇▇▇ and MFC BOCC will mail the Proxy Statement/Prospectus to their respective shareholders on a date mutually agreed upon by Cardinal ▇▇▇▇▇▇▇▇ and MFCBOC, but in no event less than the earlier of 50 days prior to the scheduled date of the ▇▇▇▇▇▇▇▇ Shareholders’ Meeting or 20 days prior to the scheduled date of the earlier of the Cardinal BOCC Shareholders' Meeting or the MFC Shareholders' ’ Meeting; provided, however, that no such materials shall be mailed to Cardinal's ▇▇▇▇▇▇▇▇’▇ shareholders unless and until the SEC shall have declared the MFC BOCC Registration Statement to be effective and approved Cardinal's and MFC's respective BOCC’s Proxy StatementsStatement, and the FDIC shall have approved ▇▇▇▇▇▇▇▇’▇ Proxy Statement. The Proxy Statement/Prospectus mailed to Cardinal's ▇▇▇▇▇▇▇▇’▇ and MFC's BOCC’s respective shareholders shall be in the form of the final Prospectus contained in the MFC BOCC Registration Statement as it is declared effective by the SEC.