Common use of Election Procedure Clause in Contracts

Election Procedure. An election form in such form as Peoples and NASB shall mutually agree (an “Election Form”) shall be mailed on the Mailing Date (as defined below) or such later date as the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating to the Merger are mailed to holders of shares of NASB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined below), and NASB 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 in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Peoples Common Shares with respect to all of such holder’s NASB Common Shares, (ii) to elect to receive cash with respect to all of such holder’s NASB Common Shares, (iii) to elect to receive cash with respect to some of such holder’s NASB Common Shares and to receive Peoples Common Shares with respect to such holder’s remaining NASB Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB Common Shares (“No Election Shares”). Any NASB Common Shares with respect to which the holder has elected to receive cash are hereinafter referred to as “Cash Election Shares,” and any NASB Common Shares with respect to which the holder has elected to receive Peoples Common Shares are hereinafter referred to as “Stock Election Shares.” Any NASB Common Shares with respect to which the holder thereof shall not have made, as of the Election Deadline, an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock Shares.

Election Procedure. An No later than three business days following the Effective Time, NB&T shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding CNC Common Shares (“Old Certificates”): (i) a notice and letter of transmittal, specifying that delivery shall be effected and risk of loss and title to the Old Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent and advising such holder of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01, and (ii) an election form in such form as Peoples NB&T and NASB CNC shall mutually agree (an the “Election Form”) shall be mailed on the Mailing Date (as defined below) or such later date as the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating to the Merger are mailed to holders of shares of NASB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined below), and NASB 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 in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Peoples NB&T Common Shares with respect to all of such holder’s NASB CNC Common Shares, (ii) to elect to receive cash with respect to all of such holder’s NASB CNC Common Shares, (iii) to elect to receive cash with respect to some of such holder’s NASB CNC Common Shares and to receive Peoples NB&T Common Shares with respect to such holder’s remaining NASB CNC Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB CNC Common Shares (“No Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash Shares. Any NASB CNC Common Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,” and any NASB CNC Common Shares with respect to which the holder has elected to receive Peoples NB&T Common Shares are hereinafter referred to as “Stock Election Shares.” Any NASB CNC Common Shares with respect to which the holder thereof shall not have madenot, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock Shares.

Election Procedure. An No later than five business days following the Effective Time, Peoples shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding KBI Shares (i) a notice and letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the certificates theretofore representing KBI Shares shall pass only upon proper delivery of such certificates to the Exchange Agent) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates in exchange for the consideration set forth in Section 2.01(a) deliverable pursuant to this Agreement and (ii) an election form in such form as Peoples and NASB KMI shall mutually agree (an “"Election Form”) shall be mailed on the Mailing Date (as defined below) or such later date as the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating to the Merger are mailed to holders of shares of NASB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined below"), and NASB 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 in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Peoples Common Shares with respect to all of such holder’s NASB Common holders KBI Shares, (ii) to elect to receive cash with respect to all of such holder’s NASB Common 's KBI Shares, (iii) to elect to receive cash with respect to some of such holder’s NASB Common 's KBI Shares and to receive Peoples Common Shares with respect to such holder’s remaining NASB Common 's other KBI Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB Common 's KBI Shares (“No "No-Election Shares”"). Any NASB Common KBI Shares with respect to which the holder has elected to receive cash are hereinafter referred to as “"Cash Election Shares,” " and any NASB Common KBI Shares with respect to which the holder has elected to receive Peoples Common Shares are hereinafter referred to as “"Stock Election Shares.” " Any NASB Common KBI Shares with respect to which the holder thereof shall not have madenot, as of the Election DeadlineDeadline (as defined in Section 2.02(c) below), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No No-Election Shares. Any KBI Dissenting Shares shall be deemed to be Cash Election Shares for purposes of Shares, and with respect to such shares the allocation provisions of Subsection (d) below, but holders thereof shall in no event shall such shares be classified as Reallocated Stock SharesShares (as defined in Section 2.02(d)(ii)(B) below).

Election Procedure. An Upon written request of LCNB, which request will be made not less than two, nor more than five (5) Business Days prior to the date LCNB causes the Exchange Agent to mail the Election Forms (as hereinafter described), EFBI will provide to LCNB and the Exchange Agent an accurate and complete written list of the Record Holders of shares of EFBI Common Stock as of the date of delivery of such list (the “Record Holder List”). No later than forty (40) days prior to the anticipated Election Deadline, LCNB shall cause the Exchange Agent to mail to each Person on the Record Holder List an election form in such form as Peoples LCNB and NASB EFBI shall mutually agree (an the “Election Form”) ); provided, however, that the Registration Statement shall be mailed on have been declared effective by the Mailing Date (as defined below) or such later date as SEC before the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which Exchange Agent shall be mail the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating Election Forms to the Merger are mailed to holders of shares of NASB EFBI Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger Stock, and if such effectiveness is less than forty (40) days prior to the anticipated Election Deadline (as defined below)Deadline, and NASB shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified hereinimmediately following such effectiveness. Each Election Form shall permit the holder (or in the case of nominee record holdersRecord Holders of shares of EFBI Common Stock, the beneficial owner through proper instructions and documentation) of EFBI Common Stock (i) to elect to receive Peoples LCNB Common Shares with respect to all of such holder’s NASB EFBI Common Shares, Stock or (ii) to elect to receive cash with respect to all of such holder’s NASB EFBI Common Shares, Stock or (iii) to elect to receive cash with respect to some of such holder’s NASB Common Shares and to receive Peoples Common Shares with respect to such holder’s remaining NASB Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB EFBI Common Shares (“No Election Shares”)Stock. Any NASB EFBI Common Shares Stock with respect to which the holder has elected to receive cash are hereinafter referred to as “Cash Election Shares,.” and any NASB Any EFBI Common Shares Stock with respect to which the holder has elected to receive Peoples LCNB Common Shares are hereinafter referred to as “Stock Election Shares.” Any NASB EFBI Common Shares Stock with respect to which the holder has indicated that such holder makes no such election are referred to as “No Election Shares.” Any EFBI Common Stock with respect to which the holder thereof shall not have made, as of the Election Deadline, an effective election by submission to the Exchange Agent of an effective, a properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock Shares.

Election Procedure. An No later than 45 days prior to the Effective Time, OVBC shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding MB Common Shares ("Old Certificates"): (i) a notice and letter of transmittal, specifying that delivery shall be effected and risk of loss and title to the Old Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent and advising such holder of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01, and (ii) an election form in such form as Peoples OVBC and NASB MB shall mutually agree to within 60 days of the date of this Agreement (an “the "Election Form”) shall be mailed on the Mailing Date (as defined below) or such later date as the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating to the Merger are mailed to holders of shares of NASB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined below"), and NASB 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 in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Peoples Common Shares the Per Share Stock Consideration with respect to all of such holder’s NASB 's MB Common Shares, (ii) to elect to receive cash the Per Share Cash Consideration with respect to all of such holder’s NASB 's MB Common Shares, (iii) to elect to receive cash the Per Share Cash Consideration with respect to some of such holder’s NASB 's MB Common Shares and to receive Peoples Common Shares the Per Share Stock Consideration with respect to such holder’s 's remaining NASB MB Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB 's MB Common Shares (“"No Election Shares”"). Any NASB MB Common Shares with respect to which the holder has elected to receive cash the Per Share Cash Consideration are hereinafter referred to as “"Cash Election Shares,” " and any NASB MB Common Shares with respect to which the holder has elected to receive Peoples Common Shares the Per Share Stock Consideration are hereinafter referred to as “"Stock Election Shares.” " Any NASB MB Common Shares with respect to which the holder thereof shall not have madenot, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock Shares.

Election Procedure. An Upon written request of LCNB, which request will be made not less than two, nor more than five, Business Days prior to the date LCNB causes the Exchange Agent to mail the Election Forms (as hereinafter described), CNNB will provide to LCNB and the Exchange Agent an accurate and complete written list of the Record Holders of shares of CNNB Common Stock as of the date of delivery of such list (the “Record Holder List”). No later than forty (40) business days prior to the anticipated Election Deadline, LCNB shall cause the Exchange Agent to mail to each Person on the Record Holder List an election form in such form as Peoples LCNB and NASB CNNB shall mutually agree (an the “Election Form”) ); provided, however, that the Registration Statement shall be mailed on have been declared effective by the Mailing Date (as defined below) or such later date as SEC before the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which Exchange Agent shall be mail the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating Election Forms to the Merger are mailed to holders of shares of NASB CNNB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger Stock, and if such effectiveness is less than forty (40) business days prior to the anticipated Election Deadline (as defined below)Deadline, and NASB shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified hereinimmediately following such effectiveness. Each Election Form shall permit the holder (or in the case of nominee record holdersRecord Holders of shares of CNNB Common Stock, the beneficial owner through proper instructions and documentation) of CNNB Common Stock (i) to elect to receive Peoples LCNB Common Shares with respect to all of such holder’s NASB CNNB Common SharesStock, (ii) to elect to receive cash with respect to all of such holder’s NASB CNNB Common SharesStock, (iii) to elect to receive cash with respect to some of such holder’s NASB CNNB Common Shares Stock and to receive Peoples LCNB Common Shares with respect to such holder’s remaining NASB CNNB Common SharesStock, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB CNNB Common Shares (“No Election Shares”)Stock. Any NASB CNNB Common Shares Stock with respect to which the holder has properly elected to receive cash are hereinafter referred to as “Cash Election Shares,.” and any NASB Any CNNB Common Shares Stock with respect to which the holder has properly elected to receive Peoples LCNB Common Shares are hereinafter referred to as “Stock Election Shares.” Any NASB CNNB Common Shares Stock with respect to which the holder has indicated that such holder makes no such election are referred to as “No Election Shares.” Any CNNB Common Stock with respect to which the holder thereof shall not have made, as of the Election Deadline, an effective election by submission to the Exchange Agent of an effective, a properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock Shares.

Election Procedure. An No later than three (3) business days following the Effective Time, Rurban shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Exchange Shares (“Exchange Certificate”): (i) a notice and letter of transmittal, specifying that delivery shall be effected and risk of loss and title to the Exchange Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent and advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent the Exchange Certificate in exchange for the consideration set forth in Section 2.01, and (ii) an election form in such form as Peoples Rurban and NASB Exchange shall mutually agree (an “Election Form”) shall be mailed on the Mailing Date (as defined below) or such later date as the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating to the Merger are mailed to holders of shares of NASB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined below), and NASB 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 in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Peoples Common Rurban Shares with respect to all of such holder’s NASB Common Exchange Shares, (ii) to elect to receive cash with respect to all of such holder’s NASB Common Exchange Shares, (iii) to elect to receive cash with respect to some of such holder’s NASB Common Exchange Shares and to receive Peoples Common Rurban Shares with respect to such holder’s remaining NASB Common Exchange Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB Common Exchange Shares (“No No-Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash Shares. Any NASB Common Exchange Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,” and any NASB Common Exchange Shares with respect to which the holder has elected to receive Peoples Common Rurban Shares are hereinafter referred to as “Stock Election Shares.” Any NASB Common Exchange Shares with respect to which the holder thereof shall not have madenot, as of the Election DeadlineDeadline (as defined in Section 2.02(c) below), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No No-Election Shares. Any Exchange Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection subsection (d) below, but in no event shall such shares be classified as Reallocated Stock SharesShares (as defined in Section 2.02(d)(ii)(B) below).

Election Procedure. An No later than three (3) business days following the Effective Time, Rurban shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Exchange Shares ("EXCHANGE CERTIFICATE"): (i) a notice and letter of transmittal, specifying that delivery shall be effected and risk of loss and title to the Exchange Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent and advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent the Exchange Certificate in exchange for the consideration set forth in Section 2.01, and (ii) an election form in such form as Peoples Rurban and NASB Exchange shall mutually agree (an “Election Form”) shall be mailed on the Mailing Date (as defined below) or such later date as the parties may mutually determine to each holder of record of shares of NASB Common Shares as of a record date which shall be the same date as the record date for eligibility to vote on the Merger. The “Mailing Date” shall be 10 business days after the date on which proxy materials relating to the Merger are mailed to holders of shares of NASB Common Shares. Peoples shall make available Election Forms as may be reasonably requested by all persons who become holders of NASB Common Shares after the record date for eligibility to vote on the Merger and prior to the Election Deadline (as defined below"ELECTION FORM"), and NASB 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 in the case of nominee record holders, the beneficial owner through proper instructions and documentation) (i) to elect to receive Peoples Common Rurban Shares with respect to all of such holder’s NASB Common 's Exchange Shares, (ii) to elect to receive cash with respect to all of such holder’s NASB Common 's Exchange Shares, (iii) to elect to receive cash with respect to some of such holder’s NASB Common 's Exchange Shares and to receive Peoples Common Rurban Shares with respect to such holder’s 's remaining NASB Common Exchange Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s NASB Common 's Exchange Shares (“No Election "NO-ELECTION SHARES"); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder's Mandatory Cash Shares”). Any NASB Common Exchange Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares"CASH ELECTION SHARES,” " and any NASB Common Exchange Shares with respect to which the holder has elected to receive Peoples Common Rurban Shares are hereinafter referred to as “Stock Election Shares"STOCK ELECTION SHARES.” " Any NASB Common Exchange Shares with respect to which the holder thereof shall not have madenot, as of the Election DeadlineDeadline (as defined in Section 2.02(c) below), have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No No-Election Shares. Any Exchange Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection subsection (d) below, but in no event shall such shares be classified as Reallocated Stock SharesShares (as defined in Section 2.02(d)(ii)(B) below).