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 Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form as CVB and Granite shall mutually agree (“Election Form”)) shall be mailed concurrently with or within five (5) Business Days of, the mailing of the Proxy Statement by Granite, or on such other date as Granite and CVB shall mutually agree (“Mailing Date”) to each holder of record of Granite Stock as of a date which is at least five (5) Business Days prior to the Mailing Date or on such other date as CVB and Granite shall mutually agree (“Election Form Record Date”). CVB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Granite shall provide to the Exchange Agent all information reasonably necessary for 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”) either (i) to receive CVB Stock (a “Stock Election”) with respect to all of such holder’s Granite Stock, or (ii) to receive cash (a “Cash Election”) with respect to all of such holder’s Granite Stock, or (iii) to receive CVB Stock with respect to a specified number of shares of Granite Stock (a “Combination Stock Election”) and to receive cash with respect to a specified number of shares of Granite Stock (a “Combination Cash Election”). Any Granite Stock (other than Granite Perfected Dissenting Shares) with respect to which the holder (or the Beneficial Owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated 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 Common Bank Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form as CVB Company and Granite Bank shall mutually agree (“"Election Form”")) , shall be mailed concurrently with or within no less than thirty-five (535) Business Days of, days prior to the mailing of the Proxy Statement by Granite, Closing Date or on such other date as Granite the Bank and CVB the Company shall mutually agree (“"Mailing Date”") to each holder of record of Granite Bank Stock as of a date which is at least five (5) Business Days prior to the Mailing Date or on such other date as CVB and Granite shall mutually agree (“"Election Form Record Date”"). CVB The Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite Bank Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Granite Bank shall provide to the Exchange Agent all information reasonably necessary for 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 the Warrant plus either (i) to receive CVB 100% Company Stock (a “"Stock Election”") with respect to all of such holder’s Granite 's Bank Stock, or (ii) to receive 100% cash (a “"Cash Election”") with respect to all of such holder’s Granite 's Bank Stock, or (iii) to receive CVB Stock with respect to a specified number of shares of Granite Stock (a “Combination Stock Election”) and to receive cash with respect to a specified number of shares of Granite Stock (a “Combination Cash Election”). Any Granite share of Bank Stock (other than Granite Perfected Dissenting SharesCommon Stock) with respect to which the holder (or the Beneficial Owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder, and shall receive the Per Share Consideration. Holders of Bank Stock selecting either (i) or (ii) shall be subject to proration as provided in Section 2.1(b).

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 and substance as CVB 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 Granite the Company shall mutually agree (“Election Form”)) shall be mailed concurrently with or within five (5) Business Days of, the mailing of the Proxy Statement by Granite, or on such other date as Granite and CVB shall mutually agree (“Mailing Date”) to each holder of record of Granite Company Common Stock as of a date of Parent’s choice which is at least five (5) three Business Days prior to the Mailing Date or on such other date as CVB and Granite shall mutually agree (the “Election Form Record Date”). CVB Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite Company Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein)Deadline, and Granite the Company shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for it 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) to receive CVB Parent Common Stock (a “Stock Election”) with respect to all of such holder’s Granite shares of Company Common Stock, or (ii) to receive cash (a “Cash Election”) with respect to all of such holder’s Granite shares of Company Common Stock, or (iii) to receive CVB Parent Common Stock with respect to in exchange for a specified number of shares of Granite Company Common Stock (a “Combination Stock Election”) and to receive cash with respect to in exchange for a specified number of shares of Granite Company Common Stock (a “Combination Cash Election”). Any Granite shares of Company Common Stock (other than Granite Perfected Dissenting Company Dissenters’ Shares or Treasury Shares) with respect to which the holder (or indirectly the Beneficial Owner, as the case may bebeneficial owner) shall not have submitted to the Exchange Agent, Agent an effective, properly completed Election Form Form, which was received prior to the Election Deadline Deadline, shall be deemed to be an “undesignated share” (each an “Undesignated Shares” 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 Common Company Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent selected by Parent (the "Exchange Agent")) in such form as CVB and Granite shall mutually agree designated by Parent (“the "Election Form”)") shall be mailed concurrently with or within five (5) Business Days of, no less than forty days prior to the mailing Effective Time of the Proxy Statement by Granite, Merger or on such other date as Granite Parent and CVB the Company shall mutually agree (“the "Mailing Date”") to each holder of record of Granite Company Stock as of a date which is at least 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”"). CVB Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite Company Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Granite the Company shall provide to the Exchange Agent all information reasonably necessary for 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) to receive CVB Parent Common Stock (a “"Stock Election”") with respect to all of such holder’s Granite 's Company Stock, or (ii) to receive cash (a “"Cash Election”") with respect to all of such holder’s Granite 's Company Stock, or (iii) to receive CVB Parent Common Stock with respect to in exchange for a specified number of shares of Granite Company Stock (a “"Combination Stock Election”") and to receive cash with respect to in exchange for a specified number of shares of Granite Company Stock (a “"Combination Cash Election”"). Any Granite Company Stock (other than Granite Perfected Dissenting Dissenters' Shares or Treasury Shares) with respect to which the holder (or the Beneficial Ownerbeneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated 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 Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form as CVB and Granite Kaweah shall mutually agree (“"Election Form”)") shall be mailed concurrently with or within five (5) Business Days of, the mailing of the Proxy Statement by GraniteKaweah, or on such other date as Granite Kaweah and CVB shall mutually agree (“"Mailing Date”") to each holder of record of Granite Kaweah Stock as of a date which is at least five (5) Business Days prior to the Mailing Date or on such other date as CVB and Granite Kaweah shall mutually agree (“"Election Form Record Date”"). CVB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite Kaweah Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Granite Kaweah shall provide to the Exchange Agent all information reasonably necessary for 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”") either (i) to receive CVB Stock (a “"Stock Election”") with respect to all of such holder’s Granite 's Kaweah Stock, or (ii) to receive cash (a “"Cash Election”") with respect to all of such holder’s Granite 's Kaweah Stock, or (iii) to receive CVB Stock with respect to a specified number of shares of Granite Kaweah Stock (a “"Combination Stock Election”") and to receive cash with respect to a specified number of shares of Granite Kaweah Stock (a “"Combination Cash Election”"). Any Granite Kaweah Stock (other than Granite Kaweah Perfected Dissenting Disserting Shares) with respect to which the holder (or the Beneficial Owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated 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”)) in such form and substance as CVB and Granite shall mutually agree designated by Parent (the “Election Form”)) shall be mailed concurrently with or within five (5) Business Days of, at Parent’s expense no less than 40 days prior to the mailing Effective Time of the Proxy Statement by Granite, Merger or on such other date as Granite Parent and CVB the Company shall mutually agree (the “Mailing Date”) to each holder of record of Granite Company Common Stock as of a date of Parent’s choice which is at least five (5) three Business Days prior to the Mailing Date or on such other date as CVB and Granite shall mutually agree (the “Election Form Record Date”). CVB Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite Company Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined hereinin Section 3.03(b)), and Granite the Company shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for it 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) to receive CVB Parent Common Stock (a “Stock Election”) with respect to all of such holder’s Granite shares of Company Common Stock, or (ii) to receive cash (a “Cash Election”) with respect to all of such holder’s Granite shares of Company Common Stock, or (iii) to receive CVB Parent Common Stock with respect to in exchange for a specified number of shares of Granite Company Common Stock (a “Combination Stock Election”) and to receive cash with respect to in exchange for a specified number of shares of Granite Company Common Stock (a “Combination Cash Election”). Any Granite shares of Company Common Stock (other than Granite Perfected Dissenting Dissenters’ Shares or Treasury Shares) with respect to which the holder (or indirectly the Beneficial Owner, as the case may bebeneficial owner) shall not have submitted to the Exchange Agent, Agent an effective, properly completed Election Form Form, which was received prior to the Election Deadline Deadline, shall be deemed to be “Undesignated 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 YCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent selected by NVBancorp (the "Exchange Agent")) in such form and substance as CVB designated by NVBancorp and Granite shall mutually agree reasonably acceptable to YCB (“the "Election Form”)") shall be mailed concurrently with or within five (5) Business Days of, at NVBancorp's expense no less than forty days prior to the mailing Effective Time of the Proxy Statement by Granite, Merger or on such other date as Granite NVBancorp and CVB YCB shall mutually agree (“the "Mailing Date”") to each holder of record of Granite YCB Common Stock as of a date of NVBancorp's choice which is at least five (5) three Business Days prior to the Mailing Date or on such other date as CVB and Granite shall mutually agree (“the "Election Form Record Date”"). CVB NVBancorp shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite YCB Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Granite that YCB shall promptly provide or cause to be provided to the Exchange Agent all information reasonably necessary for it 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) to receive CVB NVBancorp Common Stock (a “"Stock Election”") with respect to all each share of such holder’s Granite YCB Common Stock, or (ii) to receive cash (a “"Cash Election”") with respect to all each share of such holder’s Granite YCB Common Stock, or (iii) to receive CVB Stock with respect to a specified number of . Any shares of Granite Stock (a “Combination Stock Election”) and to receive cash with respect to a specified number of shares of Granite Stock (a “Combination Cash Election”). Any Granite YCB Common Stock (other than Granite Perfected Dissenting Dissenters' Shares) with respect to which the holder (or indirectly the Beneficial Owner, as the case may bebeneficial owner) shall not have submitted to the Exchange Agent, Agent an effective, properly completed Election Form Form, which was received prior to the Election Deadline Deadline, shall be deemed to be “"Undesignated 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 Sunrise Common Stock or Sunrise Series C Stock shall pass, only upon proper delivery of such certificates Certificates to an exchange agent (the "Exchange Agent in such form as CVB Agent") authorized by EAI and Granite shall mutually agree (“Election Form”)reasonably acceptable to Sunrise) shall be mailed concurrently with or within five (5) Business Days of, the mailing of the Joint Proxy Statement by Granite, (as defined in Section 6.02(a) hereof) as soon as practicable after the execution of this Agreement or on such other date as Granite EAI and CVB Sunrise shall mutually agree (“the "Mailing Date”") to each holder of record of Granite Sunrise Common Stock and Sunrise Series C Stock as of a date which is at least five (5) Business Days business days prior to the Mailing Date or on such other date as CVB and Granite shall mutually agree (“Election Form Record Date”). CVB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Granite Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Granite Sunrise shall provide to the Exchange Agent all information reasonably necessary for 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) to receive CVB EAI Common Stock (a “"Stock Election”") with respect to all of such holder’s Granite 's Sunrise Common Stock, or (ii) to receive cash (a “"Cash Election”") with respect to all of such holder’s Granite Stock, 's Sunrise Common Stock or (iii) to receive CVB EAI Common Stock with respect to a specified number of shares of Granite Sunrise Common Stock (a “"Combination Stock Election”") and to receive cash with respect to a specified number of shares of Granite Sunrise Common Stock (a “"Combination Cash Election”"). Any Granite Sunrise Common Stock (other than Granite Perfected Dissenting Shares) with respect to which the holder (or the Beneficial Ownerbeneficial owner, as the case may be) shall not have submitted to the Exchange Agent, Agent an effective, properly completed Election Form and Transmittal Notice received prior to the Election Deadline (as defined in Section 2.03(b) hereof) shall be deemed to be “"Undesignated 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 Common FCBS Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent in such form as CVB CVBF and Granite FCBS shall mutually agree (“Election Form”)) shall be mailed concurrently with or within five (5) Business Days of, the mailing of the Proxy Statement by GraniteFCBS, or on such other date as Granite FCBS and CVB CVBF shall mutually agree (“Mailing Date”) to each holder of record of Granite FCBS Stock as of a the date which is for determining shareholders entitled to vote at least five (5) Business Days prior to the Mailing Date FCBS shareholder meeting or on such other date as CVB CVBF and Granite FCBS shall mutually agree (“Election Form Record Date”). CVB CVBF shall make available one or more Election Forms as may be reasonably requested by all persons Persons who become holders (or beneficial ownersBeneficial Owners) of Granite FCBS Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Granite FCBS shall provide to the Exchange Agent all information reasonably necessary for 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”) either (i) to receive CVB CVBF Common Stock (a “Stock Election”) with respect to all of such holder’s Granite FCBS Stock, or (ii) to receive cash (a “Cash Election”) with respect to all of such holder’s Granite FCBS Stock, or (iii) to receive CVB CVBF Common Stock with respect to a specified number of shares of Granite FCBS Stock (a “Combination Stock Election”) and to receive cash with respect to a specified number of shares of Granite FCBS Stock (a “Combination Cash Election”). Any Granite FCBS Stock (other than Granite Perfected Dissenting Shares) with respect to which the holder (or the Beneficial Owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.