Common use of Transmittal Procedures Clause in Contracts

Transmittal Procedures. (1) A form (the "Transmittal Form") shall be mailed (the "Mailing Date") as soon as reasonably practicable after the Effective Date to each holder of Eligible TCB Common Stock of record as of the Effective Date. The Transmittal Form shall contain applicable instructions on transmittal of the holder's Eligible TCB Common Stock and shall request a holder of Eligible TCB Common Stock to (a) elect ("Elect") to receive Cash Consideration or Stock Consideration, (b) evidence that they are or are not Arkansas Residents, and (c) evidence that they are aware of and agree to the Rule 147 Restrictions. A holder's Election made on the Transmittal Form is subject to the Conditions set forth in Section 2.1(C) and, subject to the Allocation made by the Exchange Agent, as set forth in 2.2(B). (2) Each holder of Eligible TCB Common Stock shall submit the Transmittal Form, properly completed and signed, together with one or more certificates, (or such affidavits and indemnification satisfactory to the Exchange Agent regarding the loss or destruction of such certificates) representing all Eligible TCB Common Stock covered by such Transmittal Form, together with all other applicable transmittal materials, within thirty (30) days of the Mailing Date (the "Expiration Date"). Once submitted, the Transmittal Form is irrevocable. Neither HBI nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Transmittal Form. No interest will be paid on the Cash Consideration or any such fractional shares checks or dividends to which the holder of any surrendered shares shall be entitled to receive upon such delivery. (3) Any holder of Eligible TCB Common Stock who does not submit an effective, properly completed Transmittal Form to the Exchange Agent by the Expiration Date shall receive only the Cash Consideration for their shares of Eligible TCB Common Stock upon surrender of the certificates of TCB Common Stock in the manner required by the Exchange Agent. Any Merger Consideration into which shares of such shareholder's TCB Common Stock are converted on the Effective Date, any fractional share checks that such shareholder shall be entitled to receive and any dividends paid on such shares of HBI Common Stock for which the record date for determination of shareholders entitled to such dividends is on or after the Effective Date, will be delivered to such shareholder only upon delivery to the Exchange Agent of the effective, properly completed Transmittal Form accompanied by the certificates representing all of such shares of Eligible TCB Common Stock (or indemnity satisfactory to the Exchange Agent, in its judgment, if any of such certificates are lost, stolen or destroyed).

Transmittal Procedures. (1) A form (the "'Transmittal Form") shall be mailed (the "Mailing Date") as soon as reasonably practicable after the Effective Date to each holder of Eligible TCB CFG Common Stock of record as of the Effective Date. The Transmittal Form shall request a holder of Eligible CFG Common Stock to evidence that they are or are not Arkansas Residents, that they are aware of the requirements of Rule 147 concerning restrictions on transferability and to agree to the restrictions contained in the Transmittal Form. The Transmittal Form shall contain applicable instructions on transmittal of the holder's Eligible TCB CFG Common Stock and shall contain a section in which a Qualified Arkansas Resident, may request a that such holder of Eligible TCB Common Stock to (a) elect ("Elect") to receive only HBI Preferred Stock, or only Cash Consideration or Stock Consideration, or the Mixed Consideration (b) evidence that they are or are not Arkansas Residents, and (c) evidence that they are aware of and agree to the Rule 147 Restrictions. A holder's Election made on the Transmittal Form is subject to the Conditions set forth in Section 2.1(C) and, subject to the Allocation made by the Exchange Agent, as set forth in 2.2(B"Requested Consideration"). (2) Each Any holder of Eligible TCB CFG Common Stock shall who does not submit the Transmittal Forman effective, properly completed and signedTransmittal Form to the Exchange Agent evidencing they are a Qualified Arkansas Resident, together with accompanied by one or more certificates, certificates (or such affidavits and indemnification satisfactory to the Exchange Agent regarding the loss or destruction of such certificates) representing all Eligible TCB CFG Common Stock covered by such Transmittal Form, together with all other applicable transmittal materials, within thirty (30) days of the Mailing Date (the "Expiration Date"). Once submitted, the Transmittal Form is irrevocable. Neither HBI nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Transmittal Form. No interest will be paid on the Cash Consideration or any such fractional shares checks or dividends to which the holder of any surrendered shares shall be entitled to receive upon such delivery. (3) Any holder of Eligible TCB Common Stock who does not submit an effective, properly completed Transmittal Form to the Exchange Agent by the Expiration Date shall receive only the Per Share Cash Consideration (without interest thereon) for their shares of Eligible TCB CFG Common Stock upon surrender of the certificates of TCB CFG Common Stock in the manner required by the Exchange Agent. Any Merger Consideration into which shares of such shareholder's TCB CFG Common Stock are converted on the Effective Date, any fractional share checks that such shareholder shall be entitled to receive and any dividends paid on such shares of HBI Common Preferred Stock for which the record date for determination of shareholders entitled to such dividends is on or after the Effective Date, will be delivered to such shareholder only upon delivery to the Exchange Agent of the effective, properly completed Transmittal Form accompanied by the certificates representing all of such shares of Eligible TCB CFG Common Stock (or indemnity satisfactory to the Exchange Agent, in its judgment, if any of such certificates are lost, stolen or destroyed). No interest will be paid on the Per Share Cash Consideration or any such fractional shares checks or dividends to which the holder of such shares shall be entitled to receive upon such delivery. Once submitted, the Transmittal Form is irrevocable. Neither CBI, HBI nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Transmittal Form.

Transmittal Procedures. (1A) A form (the "Transmittal Form") shall be mailed (the "Mailing Date") as soon as reasonably practicable after the Effective Date to each holder of Eligible TCB Common Stock of record as of the Effective Date. The Transmittal Form shall contain applicable instructions on transmittal of the holder's Eligible TCB Common Stock and shall request a holder of Eligible TCB Common Stock to (a) elect ("Elect") to receive Cash Consideration or Stock Consideration, (b) evidence that they are or are not Arkansas Residents, and (c) evidence that they are aware of and agree to the Rule 147 Restrictions. A holder's Election made on the Transmittal Form is subject to the Conditions set forth in Section 2.1(C) and, subject to the Allocation made by the Exchange Agent, as set forth in 2.2(B). (2) Each holder of Eligible TCB Common Stock shall submit the Transmittal Form, properly completed and signed, together with one or more certificates, (or such affidavits and indemnification satisfactory to the Exchange Agent regarding the loss or destruction of such certificates) representing all Eligible TCB Common Stock covered by such Transmittal Form, together with all other applicable transmittal materials, within thirty (30) days of the Mailing Date (the "Expiration Date"). Once submitted, the Transmittal Form is irrevocable. Neither HBI nor the Exchange Agent shall be under any obligation to notify any person of any defect in a Transmittal Form. No interest will be paid on the Cash Consideration or any such fractional shares checks or dividends to which the holder of any surrendered shares shall be entitled to receive upon such delivery. (3) Any holder of Eligible TCB Common Stock who does not submit an effective, properly completed Transmittal Form to the Exchange Agent by the Expiration Date shall receive only the Cash Consideration for their shares of Eligible TCB Common Stock upon surrender of the certificates of TCB Common Stock in the manner required by the Exchange AgentTENDER OF SHARES OF MBI COMMON STOCK AND DELIVERY OF CONSIDERATION. Any Merger Consideration into which shares of such shareholdera Holder's TCB MBI Common Stock are converted on the Effective Date, any fractional share checks that such shareholder shall be entitled to receive and any dividends paid on such shares of HBI Common Class B Preferred Stock issued as Stock Consideration for which the record date for determination of shareholders entitled to such dividends is on or after the Effective Date, will be delivered to such shareholder Holder only upon delivery to the Exchange Agent of the effective, properly completed Transmittal Form accompanied by the certificates representing all of such Holder's shares of Eligible TCB MBI Common Stock (or an affidavit for indemnity satisfactory to the Exchange Agent, in its judgment, if any of such certificates are lost, stolen or destroyed). No interest shall be paid on any dividends to which such Holder shall be entitled. (B) TRANSMITTAL FORM. A form (the "Transmittal Form") shall be mailed as soon as reasonably practicable after the Effective Date (the "Mailing Date") to each Holder of record as of the Effective Date containing (i) applicable instructions on transmittal of the Holder's MBI Common Stock, (ii) the Holder's Election as to the Holder's preference for type of Merger Consideration, and (iii) the required representations and agreements described in Section 2.2(C). Each Holder shall submit to the Exchange Agent a properly completed Transmittal Form on or before the expiration of thirty (30) days from the Mailing Date (the "Expiration Date"), together with his certificate(s) evidencing shares of MBI Common Stock owned by such Holder. Once submitted, the Transmittal Form is irrevocable. Neither HBI nor the Exchange Agent shall be under any obligation to notify any persons of any defect in a Transmittal Form. (C) REQUIRED REPRESENTATIONS AND AGREEMENTS, The Transmittal Form shall request a Holder to (i) evidence whether or not they are an Accredited Investor, (ii) make the representations required of persons who wish to acquire securities pursuant to Rule 506 (the "Required Rule 506 Representations"), (iii) agree to the restrictions required by Regulation D and Rule 506 and acknowledge that each share of Class B Preferred Stock to be issued hereunder constitutes Restricted Securities (collectively, the "Required Rule 506 Restrictions"), and (iv) agree to any other restrictions contained in the Transmittal Form.