Common use of Proper and Timely Election Clause in Contracts

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. (New York City time) on the day prior to the Closing Date (or such other time and date as the Company and Parent may mutually agree) (the “Election Deadline”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company Common Stock covered by such Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and Parent shall cause the certificates representing such shares of Company Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, Parent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent and Company required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent Company or its designee shall have actually received a properly completed Election Form letter of transmittal by 5:00 P.M. (New York City time) on the day prior to the Closing Date (or such other date and time and date as established by the Company and Parent specified in the transmittal materials, as such date and time may mutually agree) be extended by the Company in its discretion (the “"Election Deadline”"). An Election Form A letter of transmittal shall be deemed properly completed only if an Election is indicated for each share of Company Common Bank Stock covered by such Election Formletter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittal. Any Election Form may be revoked or changed by the person submitting such Election Form a revised, properly completed letter of transmittal at or prior to the Election Deadline. In the event an Election Form a letter of transmittal is revoked prior to the Election Deadline, the shares of Company Common Bank Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and Parent the Company shall cause the certificates representing such shares of Company Common Bank Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election FormElection, Parent the Company or the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Formsletter of transmittal, and any decisions of Parent the Company and Company Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent the Company nor the Exchange Agent shall be under any obligation liable for the failure to notify any person of any defect in an Election Formor the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of Transmittal.

Proper and Timely Election. An election shall only be valid if Buyer submits a Cash Consideration Notice in the manner set forth in this Article III. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. (New York City time) on the day prior to the Closing Date (or such other time and date as the Company and Parent Buyer may mutually agree) (the “Election Deadline”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company Common Stock covered by such Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and Parent Buyer shall cause the certificates representing such shares of Company Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent Buyer and Company required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent Buyer nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form and Transmittal Notice by 5:00 P.M. (New York City Minneapolis time) on the 30th day prior to following the Closing Mailing Date (or such other time and date as the Company and Parent may mutually agree) (the “"Election Deadline”"). An Election Form and Transmittal Notice shall be deemed properly completed only if (i) an Election is indicated for each share of Company Sunrise Common Stock covered by such Election Formand Transmittal Notice and (ii) such notice is accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Sunrise Common Stock and Sunrise Series C Stock covered by such Election and Transmittal Notice, together with duly executed transmittal materials included in or required by the Election and Transmittal Notice. Any Election Form and Transmittal Notice may be revoked or changed by the person submitting such Election Form Notice at or prior to the Election Deadline. In the event an Election Form and Transmittal Notice is revoked prior to the Election Deadline, the shares of Company Sunrise Common Stock represented by such Election Form and Transmittal Notice shall automatically become Undesignated Shares unless and until a new Election and Transmittal Notice is properly made with respect to such shares on or before the Election Deadline, and Parent the Exchange Agent shall cause the certificates representing such shares of Company Sunrise Common Stock to be promptly returned without charge to the person submitting the revoked Election Form and Transmittal Notice upon written request to that effect from the holder who submitted such Election Formand Transmittal Notice. Subject to the terms of this Agreement and of the Election Formand Transmittal Notice, Parent the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any an election, revocation revocation, or change has been properly or timely made and to disregard immaterial defects in the Election Formsand Transmittal Notice, and any decisions of Parent EAI and Company Sunrise required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent EAI nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Formand Transmittal Notice.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent Company or its designee shall have actually received a properly completed Election Form letter of transmittal by 5:00 P.M. (New York City time) on the day prior to the Closing Date (or such other date and time and date as established by the Company and Parent specified in the transmittal materials, as such date and time may mutually agree) be extended by the Company in its discretion (the “"Election Deadline”"). An Election Form A letter of transmittal shall be deemed properly completed only if an Election is indicated for each share of Company Common Bank Stock covered by such Election Formletter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittal. Any Election Form may be revoked or changed by the person submitting such Election Form a revised, properly completed letter of transmittal at or prior to the Election Deadline. In the event an Election Form a letter of transmittal is revoked prior to the Election Deadline, the shares of Company Common Bank Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and Parent the Company shall cause the certificates representing such shares of Company Common Bank Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election FormElection, Parent the Company or the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Formsletter of transmittal, and any decisions of Parent the Company and Company Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent the Company nor the Exchange Agent shall be under any obligation liable for the failure to notify any person of any defect in an Election Formor the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of Transmittal.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. (New York City time) 6:00 a.m. Pacific Time on the fourth business day prior to after the Closing Condition Satisfaction Date (or such other time and date as the Company and Parent may mutually agree) (the “Election Deadline”); provided, that (A) at least three business days prior to the Election Deadline, Parent shall publish a press release announcing the Election Deadline and (B) promptly following the close of trading on NASDAQ on the business day immediately preceding the day of the Election Deadline, Parent shall publish a press release announcing the VWAP of Parent Stock. An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company Common Stock Share covered by such Election Form. Any Election Form may be revoked or changed by the person Person submitting such Election Form by delivery of a revocation or new Election Form that is actually received by the Exchange Agent prior to the Election Deadline. In the event an Election Form is timely revoked prior to the Election Deadline, the shares of Company Common Stock Shares represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares Company Shares on or before the Election Deadline, and Parent shall cause the certificates representing such shares of Company Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, Parent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any . Any decisions of Parent and Company required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. (New York City time) p.m. on the business day prior to the Closing Date (date of the FCBS Shareholder Meeting or such other time and date as the Company CVBF and Parent FCBS may mutually agree) agree (the “Election Deadline”). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company Common FCBS Stock covered by such Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of FCBS Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked or changed by the person Person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common FCBS Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and Parent CVBF shall cause the certificates representing such shares of Company Common FCBS Stock to be promptly returned without charge to the person Person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent CVBF and Company FCBS required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent CVBF nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. (New York City time) Pacific Time on the day last Business Day prior to the Closing Date (or such other time and date as the Company YCB and Parent NVBancorp may mutually agree) (the “"Election Deadline”"). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company YCB Common Stock covered by such Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of YCB Common Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company YCB Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly and timely made with respect to such shares on or before the Election Deadline, and Parent NVBancorp shall cause the certificates representing such shares of Company YCB Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent NVBancorp and Company YCB required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent NVBancorp nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. (New York City time) p.m. on the later of the 30th day prior to following the Closing Mailing Date or the 31st day following the mailing of any notice required by Section 1301 of the California Corporations Code (or such other time and date as the Company BHI and Parent CU may mutually agree) (the “"Election Deadline”"). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company Common CU Stock covered by such Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of CU Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked or changed by the person Person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common CU Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and Parent BHI shall cause the certificates representing such shares of Company Common CU Stock to be promptly returned without charge to the person Person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent BHI and Company CU required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent BHI nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Exchange Agent shall have actually received a properly completed Election Form by 5:00 P.M. (New York City time) on the later of the 30th day prior to following the Closing Mailing Date or the 31st day following the mailing of any notice required by Section 1301 of the GCL (or such other time and date as the Company and Parent the Bank may mutually agree) (the “"Election Deadline”"). An Election Form shall be deemed properly completed only if an Election is indicated for each share of Company Common Bank Stock covered by such Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock covered by such Election Form, together with duly executed transmittal materials included in or required by the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Company Common Bank Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and Parent the Company shall cause the certificates representing such shares of Company Common Bank Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election Form, Parent the Exchange Agent shall have discretion, which it may delegate in whole or in part to the Exchange Agent, reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent the Company and Company Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent the Company nor the Exchange exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.