CASH 2018 Special Proxy Statement

“ Determination Date ” means the last day of the month immediately preceding the month in which the Effective Time occurs, unless the Effective Time occurs in the first seven (7) Business Days of a month, then the “Determination Date” shall be the month end prior to the previous month-end. “ DGCL ” means the Delaware General Corporation Law, as amended. “ DIFS ” means the Office of Banking for the Michigan Department of Insurance and Financial Services. “ Dodd-Frank Act ” means the Dodd-Frank Wall Street Reform and Consumer Protection Act. “ Effective Time ” has the meaning set forth in Section 1.05(a). “ Environmental Consultant ” has the meaning set forth in Section 5.16(a). “ Environmental Law ” means any federal, state or local Law relating to: (a) pollution, the protection or restoration of the indoor or outdoor environment, human health and safety with respect to exposure to Hazardous Substances, or natural resources, (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance, or (c) any injury or threat of injury to persons or property in connection with any Hazardous Substance. The term Environmental Law includes, but is not limited to, the following statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: (a) Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, as amended, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq.; the Clean Air Act, as amended, 42 U.S.C. § 7401, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. § 2601, et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 1101, et seq.; the Safe Drinking Water Act; 42 U.S.C. § 300f, et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq.; (b) common Law that may impose liability (including without limitation strict liability) or obligations for injuries or damages due to the presence of or exposure to any Hazardous Substance. “ Equal Credit Opportunity Act ” means the Equal Credit Opportunity Act, as amended. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended. “ESOP” has the meaning set forth in Section 3.16(p) “ESOP Termination Date” has the meaning set forth in Section 5.12(c). “ESOP Trust” has the meaning set forth in Section 3.16(p) “Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. “ Exchange Agent ” means such exchange agent as may be designated by Buyer (which shall be Buyer’s transfer agent), and reasonably acceptable to Company appointed prior to the Effective Time pursuant to an agreement in form and substance reasonably acceptable to Company (the “ Exchange Agent Agreement ”), to act as agent for purposes of conducting the exchange procedures described in Article 2. “ Exchange Agent Agreement ” has the meaning set forth in the definition of “Exchange Agent”. “ Exchange Fund ” has the meaning set forth in Section 2.06(a). “ Exchange Ratio ” means 2.65. A-66