Common use of Election Forms and Types of Elections Clause in Contracts

Election Forms and Types of Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the exchange agent selected by Parent (the “Exchange Agent”)) in such form and substance as designated by Parent (the “Election Form”) shall be mailed at Parent’s expense no less than 40 days prior to the Effective Time or on such earlier date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of a date of Parent’s choice which is at least three Business Days prior to the Mailing Date (the “Election Form Record Date”). Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders of Company Common Stock after the Election Form Record Date and prior to the Election Deadline, and the Company shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Parent Common Stock (a “Stock Election”) with respect to all of such holder’s shares of Company Common Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s shares of Company Common Stock, or (iii) Parent Common Stock in exchange for a specified number of shares of Company Common Stock (a “Combination Stock Election”) and cash in exchange for a specified number of shares of Company Common Stock (a “Combination Cash Election”). Any shares of Company Common Stock (other than Company Dissenters’ Shares or Treasury Shares) with respect to which the holder (or indirectly the beneficial owner) shall not have submitted to the Exchange Agent an effective, properly completed Election Form, which was received prior to the Election Deadline, shall be deemed to be an “undesignated share” (each an “Undesignated Share”) hereunder.

Election Forms and Types of Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the exchange agent Exchange Agent selected by Parent (the “"Exchange Agent”")) in such form and substance as designated by Parent (the “"Election Form”") shall be mailed at Parent’s expense no less than 40 forty days prior to the Effective Time of the Merger or on such earlier other date as Parent and the Company shall mutually agree (the “"Mailing Date”") to each holder of record of Company Common Stock as of a date of Parent’s choice which is at least three five Business Days prior to the Mailing Date (the “"Election Form Record Date”"). Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Common Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined herein), and the Company shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Parent Common Stock (a “"Stock Election”") with respect to all of such holder’s shares of 's Company Common Stock, or (ii) cash (a “"Cash Election”") with respect to all of such holder’s shares of 's Company Common Stock, or (iii) Parent Common Stock in exchange for a specified number of shares of Company Common Stock (a “"Combination Stock Election”") and cash in exchange for a specified number of shares of Company Common Stock (a “"Combination Cash Election”"). Any shares of Company Common Stock (other than Company Dissenters’ ' Shares or Treasury Shares) with respect to which the holder (or indirectly the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent Agent, an effective, properly completed Election Form, which was Form received prior to the Election Deadline, Deadline shall be deemed to be an “undesignated share” (each an “"Undesignated Share”) Shares" hereunder.

Election Forms and Types of Elections. An election form and transmittal notice (the "Election and Transmittal Notice") mutually acceptable to EAI and Sunrise, and other appropriate and customary transmittal and instruction materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates theretofore representing shares of Company Sunrise Common Stock or Sunrise Series C Stock shall pass, only upon proper delivery of such certificates Certificates to the an exchange agent selected by Parent (the “"Exchange Agent”)") in such form authorized by EAI and substance as designated by Parent (the “Election Form”reasonably acceptable to Sunrise) shall be mailed at Parent’s expense no less than 40 days prior to with the Effective Time Joint Proxy Statement (as defined in Section 6.02(a) hereof) as soon as practicable after the execution of this Agreement or on such earlier other date as Parent EAI and the Company Sunrise shall mutually agree (the “"Mailing Date”") to each holder of record of Company Sunrise Common Stock and Sunrise Series C Stock as of a date of Parent’s choice which is at least three Business Days five business days prior to the Mailing Date (the “Election Form Record Date”). Parent Sunrise shall make available one or more Election Forms as may be reasonably requested by all persons who become holders of Company Common Stock after the Election Form Record Date and prior to the Election Deadline, and the Company shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its obligations as specified herein. Each Election Form and Transmittal Notice shall permit the holder of Sunrise Common Stock (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”) "), to receive either (i) Parent EAI Common Stock (a “"Stock Election”") with respect to all of such holder’s shares of Company 's Sunrise Common Stock, or (ii) cash (a “"Cash Election”") with respect to all of such holder’s shares of Company 's Sunrise Common Stock, Stock or (iii) Parent EAI Common Stock in exchange for with respect to a specified number of shares of Company Sunrise Common Stock (a “"Combination Stock Election”") and cash in exchange for with respect to a specified number of shares of Company Sunrise Common Stock (a “"Combination Cash Election”"). Any shares of Company Sunrise Common Stock (other than Company Dissenters’ Shares or Treasury Dissenting Shares) with respect to which the holder (or indirectly the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form, which was and Transmittal Notice received prior to the Election Deadline, Deadline (as defined in Section 2.03(b) hereof) shall be deemed to be an “undesignated share” (each an “"Undesignated Share”) Shares" hereunder. A Stock Election shall be deemed to have been made with respect to all Undesignated Shares. Holders of Sunrise Series C Stock shall receive EAI Common Stock with respect to all of such holder's Sunrise Series C Stock.

Election Forms and Types of Elections. An election form and other appropriate and customary transmittal ------------------------------------- materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the exchange agent selected by Parent (the “Exchange Agent”)) Agent in such form as CVB and substance as designated by Parent Kaweah shall mutually agree (the “"Election Form”") shall be mailed at Parent’s expense no less than 40 days prior to concurrently with or within five (5) Business Days of, the Effective Time mailing of the Proxy Statement by Kaweah, or on such earlier other date as Parent Kaweah and the Company CVB shall mutually agree (the “"Mailing Date”") to each holder of record of Company Common Kaweah Stock as of a date of Parent’s choice which is at least three five (5) Business Days prior to the Mailing Date or on such other date as CVB and Kaweah shall mutually agree (the “"Election Form Record Date”"). Parent CVB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Common Kaweah Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined herein), and the Company Kaweah shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Parent Common to receive CVB Stock (a “"Stock Election”") with respect to all of such holder’s shares of Company Common 's Kaweah Stock, or (ii) to receive cash (a “"Cash Election”") with respect to all of such holder’s shares of Company Common 's Kaweah Stock, or (iii) Parent Common to receive CVB Stock in exchange for with respect to a specified number of shares of Company Common Kaweah Stock (a “"Combination Stock Election”") and to receive cash in exchange for with respect to a specified number of shares of Company Common Kaweah Stock (a “"Combination Cash Election”"). Any shares of Company Common Kaweah Stock (other than Company Dissenters’ Shares or Treasury Kaweah Perfected Disserting Shares) with respect to which the holder (or indirectly the beneficial ownerBeneficial Owner, as the case may be) shall not have submitted to the Exchange Agent Agent, an effective, properly completed Election Form, which was Form received prior to the Election Deadline, Deadline shall be deemed to be an “undesignated share” (each an “"Undesignated Share”) Shares" hereunder.

Election Forms and Types of Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the exchange agent selected by Parent (the “Exchange Agent”)) Agent in such form as CVB and substance as designated by Parent Granite shall mutually agree (the “Election Form”)) shall be mailed at Parent’s expense no less than 40 days prior to concurrently with or within five (5) Business Days of, the Effective Time mailing of the Proxy Statement by Granite, or on such earlier other date as Parent Granite and the Company CVB shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Granite Stock as of a date of Parent’s choice which is at least three five (5) Business Days prior to the Mailing Date or on such other date as CVB and Granite shall mutually agree (the “Election Form Record Date”). Parent CVB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Common Granite Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined herein), and the Company Granite shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Parent Common to receive CVB Stock (a “Stock Election”) with respect to all of such holder’s shares of Company Common Granite Stock, or (ii) to receive cash (a “Cash Election”) with respect to all of such holder’s shares of Company Common Granite Stock, or (iii) Parent Common to receive CVB Stock in exchange for with respect to a specified number of shares of Company Common Granite Stock (a “Combination Stock Election”) and to receive cash in exchange for with respect to a specified number of shares of Company Common Granite Stock (a “Combination Cash Election”). Any shares of Company Common Granite Stock (other than Company Dissenters’ Shares or Treasury Granite Perfected Dissenting Shares) with respect to which the holder (or indirectly the beneficial ownerBeneficial Owner, as the case may be) shall not have submitted to the Exchange Agent Agent, an effective, properly completed Election Form, which was Form received prior to the Election Deadline, Deadline shall be deemed to be an “undesignated share” (each an “Undesignated Share”) Shares” hereunder.

Election Forms and Types of Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of such certificates to the exchange agent Exchange Agent selected by Parent (the “Exchange Agent”)) in such form and substance as designated by Parent (the “Election Form”) shall be mailed at Parent’s expense no less than 40 days prior to the Effective Time of the Merger or on such earlier other date as Parent and the Company shall mutually agree (the “Mailing Date”) to each holder of record of Company Common Stock as of a date of Parent’s choice which is at least three Business Days prior to the Mailing Date (the “Election Form Record Date”). Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders of Company Common Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined in Section 3.03(b)), and the Company shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Parent Common Stock (a “Stock Election”) with respect to all of such holder’s shares of Company Common Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s shares of Company Common Stock, or (iii) Parent Common Stock in exchange for a specified number of shares of Company Common Stock (a “Combination Stock Election”) and cash in exchange for a specified number of shares of Company Common Stock (a “Combination Cash Election”). Any shares of Company Common Stock (other than Company Dissenters’ Shares or Treasury Shares) with respect to which the holder (or indirectly the beneficial owner) shall not have submitted to the Exchange Agent an effective, properly completed Election Form, which was received prior to the Election Deadline, shall be deemed to be an “undesignated shareUndesignated Shares” (each an “Undesignated Share”) hereunder.

Election Forms and Types of Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company Common FCBS Stock shall pass, only upon proper delivery of such certificates to the exchange agent selected by Parent (the “Exchange Agent”)) Agent in such form as CVBF and substance as designated by Parent FCBS shall mutually agree (the “Election Form”)) shall be mailed at Parent’s expense no less than 40 days prior to concurrently with or within five (5) Business Days of, the Effective Time mailing of the Proxy Statement by FCBS, or on such earlier other date as Parent FCBS and the Company CVBF shall mutually agree (the “Mailing Date”) to each holder of record of Company Common FCBS Stock as of a the date of Parent’s choice which is for determining shareholders entitled to vote at least three Business Days prior to the Mailing Date FCBS shareholder meeting or on such other date as CVBF and FCBS shall mutually agree (the “Election Form Record Date”). Parent CVBF shall make available one or more Election Forms as may be reasonably requested by all persons Persons who become holders (or Beneficial Owners) of Company Common FCBS Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined herein), and the Company FCBS shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner Beneficial Owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Parent to receive CVBF Common Stock (a “Stock Election”) with respect to all of such holder’s shares of Company Common FCBS Stock, or (ii) to receive cash (a “Cash Election”) with respect to all of such holder’s shares of Company Common FCBS Stock, or (iii) Parent to receive CVBF Common Stock in exchange for with respect to a specified number of shares of Company Common FCBS Stock (a “Combination Stock Election”) and to receive cash in exchange for with respect to a specified number of shares of Company Common FCBS Stock (a “Combination Cash Election”). Any shares of Company Common FCBS Stock (other than Company Dissenters’ Shares or Treasury Perfected Dissenting Shares) with respect to which the holder (or indirectly the beneficial ownerBeneficial Owner, as the case may be) shall not have submitted to the Exchange Agent Agent, an effective, properly completed Election Form, which was Form received prior to the Election Deadline, Deadline shall be deemed to be an “undesignated share” (each an “Undesignated Share”) Shares” hereunder.

Election Forms and Types of Elections. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Company YCB Common Stock shall pass, only upon proper delivery of such certificates to the exchange agent Exchange Agent selected by Parent NVBancorp (the “"Exchange Agent”")) in such form and substance as designated by Parent NVBancorp and reasonably acceptable to YCB (the “"Election Form”") shall be mailed at Parent’s NVBancorp's expense no less than 40 forty days prior to the Effective Time of the Merger or on such earlier other date as Parent NVBancorp and the Company YCB shall mutually agree (the “"Mailing Date”") to each holder of record of Company YCB Common Stock as of a date of Parent’s NVBancorp's choice which is at least three Business Days prior to the Mailing Date (the “"Election Form Record Date”"). Parent NVBancorp shall make available one or more Election Forms as may be reasonably requested by all persons who become holders of Company YCB Common Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined herein), and the Company that YCB shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for the Exchange Agent to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Parent NVBancorp Common Stock (a “"Stock Election”") with respect to all each share of such holder’s shares of Company YCB Common Stock, or (ii) cash (a “"Cash Election”") with respect to all each share of such holder’s shares of Company YCB Common Stock, or (iii) Parent Common Stock in exchange for a specified number of shares of Company Common Stock (a “Combination Stock Election”) and cash in exchange for a specified number of shares of Company Common Stock (a “Combination Cash Election”). Any shares of Company YCB Common Stock (other than Company Dissenters’ Shares or Treasury ' Shares) with respect to which the holder (or indirectly the beneficial owner) shall not have submitted to the Exchange Agent an effective, properly completed Election Form, which was received prior to the Election Deadline, shall be deemed to be an “undesignated share” (each an “"Undesignated Share”) Shares" hereunder.