Common use of Exchange of Certificates and Cash Clause in Contracts

Exchange of Certificates and Cash. Each holder of a certificate formerly representing UNB Common Stock (other than Dissenters’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials, to the Exchange Agent shall, upon acceptance thereof, be entitled to a certificate representing EWBC Common Stock and cash into which the shares of UNB Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of EWBC Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such UNB certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.04, each certificate representing UNB Common Stock shall be deemed from and after the Effective Time to evidence only the right to receive cash and EWBC Common Stock upon such surrender. EWBC shall not be obligated to deliver the consideration to which any former holder of UNB Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of UNB Common Stock for exchange as provided herein. If any certificate for shares of UNB Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. Each holder of a certificate formerly representing UNB SB Common Stock (other than Dissenters’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials, to the Exchange Agent shall, upon acceptance thereof, be entitled to a certificate representing EWBC Common Stock and cash into which the shares of UNB SB Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of EWBC Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such UNB SB certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect cause an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.04, each certificate representing UNB SB Common Stock shall be deemed from and after the Effective Time to evidence only the right to receive cash and EWBC Common Stock upon such surrender. EWBC shall not be obligated to deliver the consideration to which any former holder of UNB SB Common Stock is entitled as a result of the Merger until such holder surrenders his a certificate or certificates representing such shares of UNB SB Common Stock for exchange as provided herein. If any certificate for shares of UNB SB Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. Each After completion of the allocation procedure set forth in Section 3.03, each holder of a certificate formerly representing UNB Common Company Stock (other than Dissenters’ ' Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materialsmaterials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof, thereof be entitled to a certificate representing EWBC Parent Common Stock and and/or cash into which the shares of UNB Common Company Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of EWBC Parent Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such UNB Company certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.043.06, each certificate representing UNB Common Company Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and EWBC and/or Parent Common Stock Stock, as the case may be, upon such surrender. EWBC Parent shall not be obligated to deliver the consideration to which any former holder of UNB Common Company Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of UNB Common Company Stock for exchange as provided hereinin this Article 3. If any certificate for shares of UNB Common Company Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. Each After completion of the allocation procedure set forth in Section 3.03, each holder of a certificate formerly representing UNB shares of Company Common Stock (other than Dissenters’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materialsmaterials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof, be entitled to a certificate representing EWBC Parent Common Stock and and/or cash into which the shares of UNB Company Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of EWBC Parent Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such UNB certificate representing shares of Company Common Stock upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.043.06, each certificate representing UNB shares of Company Common Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and EWBC and/or Parent Common Stock Stock, as the case may be, upon such surrender. EWBC Parent shall not be obligated to deliver the consideration to which any former holder of UNB Company Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of UNB Company Common Stock for exchange as provided hereinin this Article III. If any certificate for shares of UNB Company Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. Each After completion of the allocation procedure set forth in Section 3.03, each holder of a certificate formerly representing UNB shares of Company Common Stock (other than Company Dissenters’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materialsmaterials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof, be entitled to a certificate representing EWBC Parent Common Stock and and/or cash into which the shares of UNB Company Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of EWBC Parent Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such UNB certificate representing shares of Company Common Stock upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.043.06, each certificate representing UNB shares of Company Common Stock shall be deemed from and after the Effective Time to evidence only the right to receive cash and EWBC and/or Parent Common Stock Stock, as the case may be, upon such surrender. EWBC Parent shall not be obligated to deliver the consideration to which any former holder of UNB Company Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of UNB Company Common Stock for exchange as provided hereinin this Article III. If any certificate for shares of UNB Company Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. Each After completion of the allocation procedure set forth in Section 2.3, each holder of a certificate formerly representing UNB Common CU Stock (other than Dissenters’ Shares or Treasury Dissenting Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materialsmaterials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof, be entitled to a certificate representing EWBC Common BHI Stock and and/or cash into which the shares of UNB Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of EWBC Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such UNB CU certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.042.6, each certificate representing UNB Common CU Stock shall be deemed from and after the Effective Time to evidence only the right to receive cash and EWBC Common Stock and/or BHI Stock, as the case may be, upon such surrender. EWBC BHI shall not be obligated to deliver the consideration to which any former holder of UNB Common CU Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of UNB Common CU Stock (or customary affidavits and indemnification regarding the loss or destruction of such certificate) for exchange as provided hereinin this Section 2.6. If any certificate for shares of UNB Common BHI Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person Person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.