CASH 2018 Special Proxy Statement

“ Merger Consideration ” has the meaning set forth in Section 2.01(b). “ MI Certificate of Merger ” has the meaning set forth in Section 1.05(a). “ Money Laundering Laws ” has the meaning set forth in Section 3.12(c). “ NASDAQ Global Select ” means The NASDAQ Global Select Market. “ National Labor Relations Act ” means the National Labor Relations Act, as amended. “ Notice of Superior Proposal ” has the meaning set forth in Section 5.10(e). “ Notice Period ” has the meaning set forth in Section 5.10(e). “ OCC ” means the Office of the Comptroller of the Currency. “ Option Cancellation Letter ” has the meaning set forth in Section 2.04(b)(iii). “ Option Payment ” has the meaning set forth in Section 2.04(b)(ii). “ Ordinary Course of Business ” means the ordinary, usual and customary course of business of Company, Company Bank and the Subsidiaries of Company consistent with past practice. “ OREO ” has the meaning set forth in Section 3.23(c). “ Out-of-the-money Company Option ” means any Company Option that is not an In-the-money Company Option. “ Patents ” has the meaning set forth in the definition of “Intellectual Property”. “ PCB ” has the meaning set forth in Section 3.18(d). “ Person ” means any individual, bank, corporation, partnership, association, joint-stock company, business trust, limited liability company, unincorporated organization or other organization or firm of any kind or nature, including a Governmental Authority. “ Proxy Statement-Prospectus ” means Company’s and Buyer’s proxy statement and Buyer’s prospectus and other proxy solicitation materials constituting a part thereof, together with any amendments and supplements thereto, to be delivered to holders of Company Common Shares in connection with the Company Meeting and the holders of Buyer Common Stock in connection with the Buyer Meeting in connection with the solicitation of the Requisite Company Shareholder Approval and the Requisite Buyer Stockholder Approval. “ Purchase Price ” means the Dollar amount to equal the product of (i) the Exchange Ratio multiplied by (ii) the average closing price per share of Buyer Common Stock on the NASDAQ Global Select for the ten (10) trading day period ending five (5) calendar days preceding the Closing Date. “ Registration Statement ” means the Registration Statement on Form S-4 to be filed with the SEC by Buyer in connection with the issuance of shares of Buyer Common Stock in the Merger (including the Proxy Statement-Prospectus, constituting a part thereof), together with any amendments and supplements thereto. “ Regulatory Approval ” means any consent, approval, authorization or non-objection from any Governmental Authority necessary to consummate the Merger, Bank Merger and the other transactions contemplated by this Agreement. A-70