Common use of Election Deadline Clause in Contracts

Election Deadline. 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. California time on or before the 30th day following the Mailing Date, or such later time and date as Parent and Company may mutually agree prior to the Effective Time (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 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 Company 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 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 Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly completed and 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, the Exchange Agent shall have 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 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.

Election Deadline. Any To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Central Time, on the date specified as the election deadline in the Election Form (or such other time and date as MFB and MutualFirst may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur more than five (5) business days prior to the anticipated Effective Date or after the Effective Date. MFB shall use its reasonable efforts to make available such additional Election Forms as MutualFirst may permit, to all Persons who become holders of record of MFB Common Stock between the Election Form Record Date and the close of business on the 2nd business day prior to the Election Deadline. MFB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An 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. California time on or before the 30th day following the Mailing Date, or such later time and date as Parent and Company may mutually agree prior to the Effective Time (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 and if accompanied by one or more certificates Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates Certificates or the guaranteed delivery of such certificatesCertificates) representing all shares of Company MFB Common Stock covered by such Election Form, together with duly executed transmittal materials included in or required by with the Election Form. If an MFB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of MFB Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent 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 Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly completed and made with respect to such shares on or before the Election Deadline, and Parent MutualFirst shall cause the certificates representing such shares of Company Common Stock Certificate or Certificates relating to any revoked Election Form 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 FormExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent required by made. All elections shall be revoked automatically if the Exchange Agent and made is notified in good faith writing by MutualFirst or MFB, upon exercise by MutualFirst or MFB of its respective or their mutual rights to terminate this Agreement to the extent provided under Section 9.1, that this Agreement has been terminated 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 Formaccordance with Section 9.1.

Election Deadline. 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. California Alaska time on or before the 30th day following the Mailing Date, or such later time and date as Parent Northrim and Company Alaska Pacific may mutually agree prior to the Effective Time (the “Election Deadline”). 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 and if accompanied by one or more certificates Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates Certificates or the guaranteed delivery of such certificatesCertificates) representing all shares of Company Common Stock Shares 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 Stock Shares represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly completed and made with respect to such shares Shares on or before the Election Deadline, and Parent Northrim shall cause the certificates Certificates representing such shares of Company Common Stock Shares 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, the Exchange Agent shall have reasonable discretion to determine whether any electionElection Form, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent Northrim required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither Parent Northrim nor the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form. Any termination of this Agreement in accordance with Article 10 shall result in a revocation of all Election Forms delivered to the Exchange Agent on or prior to the date of such termination. In the event of any termination of this Agreement in accordance with Article 10, the Exchange Agent shall return any Certificates delivered to the Exchange Agent on or prior to the date of such termination.

Election Deadline. Any In order to be effective, a Form of Election shall have been must properly made be completed, signed and effective only if received by the Exchange Agent shall have actually received a properly completed Election Form at its designated office by 5:00 P.M. California time on or before p.m., New York City time, (i) twenty (20) Business Days prior to the 30th day following the Mailing anticipated Closing Date, or (ii) on such later time and other date as the Company and Parent and Company may mutually agree prior to the Effective Time (the “Election Deadline”). An Election Form shall ) and be deemed properly completed only if an Election is indicated for each share of Company Common Stock covered by such Election Form and if accompanied by one or more certificates (x) Certificates (or customary affidavits and indemnification regarding the affidavit of loss or destruction of such certificates or the guaranteed delivery of such certificatesin lieu thereof) representing all the shares of Company Common Stock covered to which such Form of Election relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or by an appropriate guarantee of delivery of such Certificates (or affidavit of loss in lieu thereof) as set forth in such Form of Election Formfrom a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Securities Exchange Act), together with duly executed transmittal materials included or in or the case of non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Company Shares”), any additional documents required by the procedures set forth in the Form of Election) and (y) if such Person is making a Stock Election, a duly executed counterpart of the Investors’ Rights Agreement. The Exchange Agent shall notify Parent, the Company and any transfer agent for the Company Common Stock promptly following the making or revocation of any election. After a Cash Election Formor a Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares of Company Common Stock will be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked. Any Cash Election Form or Stock Election may be revoked or changed with respect to shares of Company Common Stock subject thereto by the person submitting such holder who submitted the applicable Form of Election Form at or by written notice received by the Exchange Agent prior to the Election Deadline. In the event an addition, all Cash Elections and Stock Elections will automatically be revoked if this Agreement is terminated in accordance with its terms. If a Cash Election Form or Stock Election is revoked prior with respect to the Election Deadline, the shares of Company Common Stock represented by such Election Form Certificates (or affidavit of loss in lieu thereof), the Exchange Agent shall automatically become Undesignated Shares unless and until a new Election is properly completed and made with respect to such shares on promptly return Certificates (or before the Election Deadline, and Parent shall cause the certificates affidavit of loss in lieu thereof) representing such shares of Company Common Stock to be promptly returned without charge the holder that submitted the same 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, the Exchange Agent shall have 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 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 FormAgent.

Election Deadline. Any To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Central time, on the 25th day following the Mailing Date (or such other time and date as MBFI and FXXX may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Effective Date. FXXX shall use its reasonable efforts to make available up to two separate Election Forms, or such additional Election Forms as MBFI may permit, to all Persons who become holders of record of FXXX Common Stock between the Election Form Record Date and the close of business on the 2nd business day prior to the Election Deadline. FXXX shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An 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. California time on or before the 30th day following the Mailing Date, or such later time and date as Parent and Company may mutually agree prior to the Effective Time (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 and if accompanied by one or more certificates Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates Certificates or the guaranteed delivery of such certificatesCertificates) representing all shares of Company FXXX Common Stock covered by such Election Form, together with duly executed transmittal materials included in or required by with the Election Form. If an FXXX shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of FXXX Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent 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 Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly completed and made with respect to such shares on or before the Election Deadline, and Parent MBFI shall cause the certificates representing such shares of Company Common Stock Certificate or Certificates relating to any revoked Election Form 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 FormExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent required by made. All elections shall be revoked automatically if the Exchange Agent and made is notified in good faith writing by MBFI or FXXX, upon exercise by MBFI or FXXX of its respective or their mutual rights to terminate this Agreement to the extent provided under Section 9.1, that this Agreement has been terminated 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 Formaccordance with Section 9.1.

Election Deadline. Any To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Central time, on the 25th day following the Mailing Date (or such other time and date as MBFI and XXXX may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Effective Date. XXXX shall use its reasonable efforts to make available up to two separate Election Forms, or such additional Election Forms as MBFI may permit, to all Persons who become holders of record of XXXX Common Stock between the Election Form Record Date and the close of business on the 2nd business day prior to the Election Deadline. XXXX shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An 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. California time on or before the 30th day following the Mailing Date, or such later time and date as Parent and Company may mutually agree prior to the Effective Time (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 and if accompanied by one or more certificates Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates Certificates or the guaranteed delivery of such certificatesCertificates) representing all shares of Company XXXX Common Stock covered by such Election Form, together with duly executed transmittal materials included in or required by with the Election Form. If an XXXX shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of XXXX Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent 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 Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly completed and made with respect to such shares on or before the Election Deadline, and Parent MBFI shall cause the certificates representing such shares of Company Common Stock Certificate or Certificates relating to any revoked Election Form 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 FormExchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or change revocation has been properly or timely made and to disregard immaterial defects in the Election Forms, and any decisions of Parent required by made. All elections shall be revoked automatically if the Exchange Agent and made is notified in good faith writing by MBFI or XXXX, upon exercise by MBFI or XXXX of its respective or their mutual rights to terminate this Agreement to the extent provided under Section 9.1, that this Agreement has been terminated 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 Formaccordance with Section 9.1.

Election Deadline. 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. California time on or before the 30th day following the Mailing Date, or such later time and date as Parent and Company may mutually agree prior to the Effective Time (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 and if accompanied by one or more certificates representing FFFB Common Stock ("CERTIFICATES") (or customary affidavits and and, if required by CLAS pursuant to SECTION 2.7(i), indemnification regarding the loss or destruction of such certificates Certificates or the guaranteed delivery of such certificatesCertificates) representing all shares of Company FFFB Common Stock covered by such Election Form, together with duly executed transmittal materials included in or required by with the Election Form. Any FFFB stockholder may at any time prior to the Election Form may be revoked Deadline change his or changed her election by written notice received by the person submitting such Exchange Agent prior to the Election Form Deadline accompanied by a properly completed and signed revised Election Form. Any FFFB stockholder may, at or any time prior to the Election Deadline, revoke his or her election by written notice received by the Exchange Agent prior to the Election Deadline or by withdrawal prior to the Election Deadline of his or her Certificates, or of the guarantee of delivery of such Certificates, previously deposited with the Exchange Agent. In All elections shall be revoked automatically if the event an Exchange Agent is notified in writing by CLAS and FFFB that this Agreement has been terminated. If a stockholder either (i) does not submit a properly completed Election Form is revoked by the Election Deadline or (ii) revokes its Election Form prior to the Election Deadline and does not submit a new properly executed Election Form prior to the Election Deadline, the shares of Company FFFB Common Stock represented held by such stockholder shall be designated Non-Election Form shall automatically become Undesignated Shares unless and until a new Election is properly completed and made with respect to such shares on or before the Election Deadline, and Parent Shares. CLAS shall cause the certificates Certificates representing such shares of Company FFFB Common Stock described in (ii) to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder person who submitted such the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the any Election FormsForm, and any good faith decisions of Parent required by the Exchange Agent and made in good faith in determining regarding 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.