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

Election Forms and Types of Elections. An election 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 theretofore representing shares of Sunrise Common Stock or Sunrise Series C Stock shall pass, only upon proper delivery of such Certificates to an exchange agent (the "Exchange Agent") authorized by EAI and reasonably acceptable to Sunrise) shall be mailed with the Joint Proxy Statement (as defined in Section 6.02(a) hereof) as soon as practicable after the execution of this Agreement or on such other date as EAI and Sunrise shall mutually agree (the "Mailing Date") to each holder of record of Sunrise Common Stock and Sunrise Series C Stock as of five business days prior to the Mailing Date. Sunrise shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election and Transmittal Notice shall permit the holder of Sunrise Common Stock (or beneficial owner through appropriate and customary documentation and instructions) to elect (an "Election"), to receive either (i) EAI Common Stock (a "Stock Election") with respect to all of such holder's Sunrise Common Stock, or (ii) cash (a "Cash Election") with respect to all of such holder's Sunrise Common Stock or (iii) EAI Common Stock with respect to a specified number of shares of Sunrise Common Stock (a "Combination Stock Election") and cash with respect to a specified number of shares of Sunrise Common Stock (a "Combination Cash Election"). Any Sunrise Common Stock (other than 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 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 and transmittal notice (the "Election and Transmittal Notice") mutually acceptable to EAI and Sunrise, form 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 Company Common Stock or Sunrise Series C Stock shall pass, only upon proper delivery of such Certificates certificates to an exchange agent the Exchange Agent selected by Parent (the "“Exchange Agent"”)) authorized in such form and substance as designated by EAI and reasonably acceptable to SunriseParent (the “Election Form”) shall be mailed with at Parent’s expense no less than 40 days prior to the Joint Proxy Statement (as defined in Section 6.02(a) hereof) as soon as practicable after Effective Time of the execution of this Agreement Merger or on such other date as EAI Parent and Sunrise the Company shall mutually agree (the "“Mailing Date"”) to each holder of record of Sunrise Company Common Stock and Sunrise Series C Stock as of five business days a date of Parent’s choice which is at least three Business Days prior to the Mailing Date (the “Election Form Record Date”). Sunrise 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 (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 it the Exchange Agent to perform its obligations as specified herein. Each Election and Transmittal Notice Form 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) EAI Parent Common Stock (a "“Stock Election"”) with respect to all of such holder's Sunrise ’s shares of Company Common Stock, or (ii) cash (a "“Cash Election"”) with respect to all of such holder's Sunrise ’s shares of Company Common Stock Stock, or (iii) EAI Parent Common Stock with respect to in exchange for a specified number of shares of Sunrise Company Common Stock (a "“Combination Stock Election"”) and cash with respect to in exchange for a specified number of shares of Sunrise Company Common Stock (a "“Combination Cash Election"”). Any Sunrise shares of Company Common Stock (other than Dissenting 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 an effective, properly completed Election and Transmittal Notice Form, which was received prior to the Election Deadline (as defined in Section 2.03(b) hereof) Deadline, shall be deemed to be "“Undesignated Shares" ” (each an “Undesignated Share”) 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 and transmittal notice (the "Election and Transmittal Notice") mutually acceptable to EAI and Sunrise, form 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 YCB Common Stock or Sunrise Series C Stock shall pass, only upon proper delivery of such Certificates certificates to an exchange agent the Exchange Agent selected by NVBancorp (the "Exchange Agent")) authorized in such form and substance as designated by EAI NVBancorp and reasonably acceptable to SunriseYCB (the "Election Form") shall be mailed with at NVBancorp's expense no less than forty days prior to the Joint Proxy Statement (as defined in Section 6.02(a) hereof) as soon as practicable after Effective Time of the execution of this Agreement Merger or on such other date as EAI NVBancorp and Sunrise YCB shall mutually agree (the "Mailing Date") to each holder of record of Sunrise YCB Common Stock and Sunrise Series C Stock as of five business days a date of NVBancorp's choice which is at least three Business Days prior to the Mailing Date (the "Election Form Record Date"). Sunrise NVBancorp shall make available one or more Election Forms as may be reasonably requested by all persons who become holders of YCB Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and 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 and Transmittal Notice Form 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) EAI NVBancorp Common Stock (a "Stock Election") with respect to all each share of such holder's Sunrise YCB Common Stock, or (ii) cash (a "Cash Election") with respect to all each share of such holder's Sunrise YCB Common Stock or (iii) EAI Common Stock with respect to a specified number of Stock. Any shares of Sunrise Common Stock (a "Combination Stock Election") and cash with respect to a specified number of shares of Sunrise Common Stock (a "Combination Cash Election"). Any Sunrise YCB Common Stock (other than Dissenting Dissenters' 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 and Transmittal Notice Form, which was received prior to the Election Deadline (as defined in Section 2.03(b) hereof) Deadline, 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 and transmittal notice (the "Election and Transmittal Notice") mutually acceptable to EAI and Sunrise, form 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 and Kaweah shall mutually agree (the "Exchange AgentElection Form") authorized by EAI and reasonably acceptable to Sunrise) shall be mailed concurrently with or within five (5) Business Days of, the Joint mailing of the Proxy Statement (as defined in Section 6.02(a) hereof) as soon as practicable after the execution of this Agreement by Kaweah, or on such other date as EAI Kaweah and Sunrise CVB shall mutually agree (the "Mailing Date") to each holder of record of Sunrise Common Stock and Sunrise Series C Kaweah Stock as of a date which is at least five business days (5) Business Days prior to the Mailing Date or on such other date as CVB and Kaweah shall mutually agree ("Election Form Record Date"). Sunrise CVB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Kaweah Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Kaweah shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election and Transmittal Notice Form 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) EAI Common to receive CVB Stock (a "Stock Election") with respect to all of such holder's Sunrise Common Kaweah Stock, or (ii) to receive cash (a "Cash Election") with respect to all of such holder's Sunrise Common Stock Kaweah Stock, or (iii) EAI Common to receive CVB Stock with respect to a specified number of shares of Sunrise Common Kaweah Stock (a "Combination Stock Election") and to receive cash with respect to a specified number of shares of Sunrise Common Kaweah Stock (a "Combination Cash Election"). Any Sunrise Common Kaweah Stock (other than Dissenting Kaweah Perfected Disserting 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 and Transmittal Notice Form 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 and transmittal notice (the "Election and Transmittal Notice") mutually acceptable to EAI and Sunrise, form 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 Bank Stock shall pass, only upon proper delivery of such Certificates certificates to an exchange agent the Exchange Agent in such form as Company and Bank shall mutually agree (the "Exchange AgentElection Form") authorized by EAI and reasonably acceptable to Sunrise) ), shall be mailed with no less than thirty-five (35) days prior to the Joint Proxy Statement (as defined in Section 6.02(a) hereof) as soon as practicable after the execution of this Agreement Closing Date or on such other date as EAI the Bank and Sunrise the Company shall mutually agree (the "Mailing Date") to each holder of record of Sunrise Common Stock and Sunrise Series C Bank Stock as of five business days (5) Business Days prior to the Mailing Date ("Election Form Record Date"). Sunrise 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 Bank Stock after the Election Form Record Date and prior to the Election Deadline (as defined herein), and Bank shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election and Transmittal Notice Form shall permit the holder of Sunrise Common Stock (or beneficial owner the Beneficial Owner through appropriate and customary documentation and instructions) to elect (an "Election"), ) to receive the Warrant plus either (i) EAI Common 100% Company Stock (a "Stock Election") with respect to all of such holder's Sunrise Common Bank Stock, or (ii) 100% cash (a "Cash Election") with respect to all of such holder's Sunrise Common Stock or (iii) EAI Common Stock with respect to a specified number of shares of Sunrise Common Stock (a "Combination Stock Election") and cash with respect to a specified number of shares of Sunrise Common Stock (a "Combination Cash Election")Bank Stock. Any Sunrise Common share of Bank Stock (other than Dissenting SharesCommon Stock) 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 and Transmittal Notice Form 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 , and shall be deemed to have been made with respect to all Undesignated Sharesreceive the Per Share Consideration. Holders of Sunrise Series C Bank Stock selecting either (i) or (ii) shall receive EAI Common Stock with respect be subject to all of such holder's Sunrise Series C Stockproration as provided in Section 2.1(b).

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