Common use of Mailing of Transmittal Material Clause in Contracts

Mailing of Transmittal Material. As promptly as practicable, but in no event later than five (5) Business Days prior to the Effective Time, TCFC will deliver, or cause to be delivered, to the agent designated by SHBI (who, if different than SHBI’s or TCFC’s then serving registrar and transfer agent, is reasonably acceptable to TCFC) (the “Exchange Agent”) all information which is reasonably necessary for the Exchange Agent to perform its obligations as specified herein. As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, SHBI shall cause the Exchange Agent to mail and otherwise make available to each holder of record of TCFC Common Stock, a notice and a form of letter of transmittal, in a form reasonably acceptable to TCFC (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate(s) theretofore representing shares of TCFC Common Stock shall pass, only upon proper delivery of such Certificate(s) to the Exchange Agent or transfer of Book-Entry Shares to the Exchange Agent), advising such holder of the effectiveness of the Merger and the instructions and procedure for surrendering to the Exchange Agent such Certificate(s) or Book-Entry Shares in exchange for certificates or book-entry shares representing the number of whole shares of SHBI Common Stock and any cash in lieu of fractional shares which the shares of TCFC Common Stock represented by such Certificate(s) or Book-Entry Shares shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid in respect of such shares pursuant to this Agreement. A letter of transmittal will be properly completed only if accompanied by a Certificate or Certificates or instructions to transfer Book-Entry Shares representing all shares of TCFC Common Stock covered thereby, subject to the provisions of Section 3.02(d).

Mailing of Transmittal Material. As promptly as practicable, but in no event later than five (5) Business Days prior to the Effective Time, TCFC will deliverProvided that Feather River has delivered, or cause caused to be delivered, to the agent designated by SHBI (who, if different than SHBI’s or TCFC’s then serving registrar and transfer agent, is reasonably acceptable to TCFC) (the “Exchange Agent”) Agent all information which is reasonably necessary for the Exchange Agent to perform its obligations as specified herein. As , the Exchange Agent shall, promptly as practicable after the Effective Time, but and in no event later than three five (35) Business Days following the Effective Time, SHBI shall cause the Exchange Agent to mail and otherwise make available or deliver to each holder of record of TCFC a certificate or certificates (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of Feather River Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a notice manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request) which immediately prior to the Effective Time represented outstanding shares of Feather River Common Stock, a form of letter of transmittal, in a form reasonably mutually acceptable to TCFC Feather River and Plumas (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate(s) theretofore representing shares of TCFC Common Stock shall pass, only upon proper delivery of such Certificate(s) to the Exchange Agent or transfer of Book-Entry Shares to the Exchange Agent), ) advising such holder of the effectiveness of the Merger and containing instructions for use in effecting the instructions and procedure for surrendering to the Exchange Agent surrender of such Certificate(s) or Book-Entry Shares in exchange for certificates or book-entry shares representing the number of whole shares of SHBI Common Stock and any cash in lieu of fractional shares consideration to which the shares of TCFC Common Stock represented by such Certificate(s) or Book-Entry Shares shall have been converted into the right to receive holder may be entitled pursuant to this Agreement as well as any dividends or distributions to be paid Section 3.1(a) hereof deliverable in respect of such shares thereof pursuant to this Agreement. A letter of transmittal will be properly completed only if accompanied by a Certificate or Certificates or instructions to transfer Book-Entry Shares representing all shares of TCFC Feather River Common Stock covered thereby, subject to the provisions of Section 3.02(d)3.3(d) below.

Mailing of Transmittal Material. As promptly as practicable, but in no event later than five (5) Business Days prior to the Effective Time, TCFC will deliverProvided that CFB has delivered, or cause caused to be delivered, to the an independent exchange agent designated to be selected by SHBI (who, if different than SHBI’s or TCFC’s then serving registrar FFI and transfer agent, is reasonably acceptable to TCFC) CFB (the “Exchange Agent”) all information which is reasonably necessary for the Exchange Agent to perform its obligations as specified herein. As , the Exchange Agent shall, promptly as practicable after the Effective Time, but and in no event later than three five (35) Business Days following the Effective TimeClosing Date, SHBI shall cause the Exchange Agent to mail and otherwise make available or deliver to each holder of record of TCFC a certificate or certificates (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of CFB Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a notice manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request) which immediately prior to the Effective Time represented outstanding shares of CFB Common Stock, a form of letter of transmittal, in a form reasonably acceptable to TCFC transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate(s) theretofore representing shares of TCFC Common Stock shall pass, only upon proper delivery of such Certificate(s) to the Exchange Agent or transfer of Book-Entry Shares to the Exchange Agent), ) advising such holder of the effectiveness of the Merger and containing instructions for use in effecting the instructions and procedure for surrendering to the Exchange Agent surrender of such Certificate(s) or Book-Entry Shares in exchange for certificates or book-entry shares representing the number of whole shares of SHBI Common Stock and any cash in lieu of fractional shares consideration to which the shares of TCFC Common Stock represented by such Certificate(s) or Book-Entry Shares shall have been converted into the right to receive holder may be entitled pursuant to this Agreement as well as any dividends or distributions to be paid Section 3.1(a) hereof deliverable in respect of such shares thereof pursuant to this Agreement. A letter of transmittal will be properly completed only if accompanied by a Certificate or Certificates or instructions to transfer Book-Entry Shares representing all shares of TCFC CFB Common Stock covered thereby, subject to the provisions of Section 3.02(d)3.2(e) below.

Mailing of Transmittal Material. As promptly as practicable, but in no event later than five (5) Business Days prior to the Effective Time, TCFC will deliverProvided that PBB has delivered, or cause caused to be delivered, to the an independent exchange agent designated to be selected by SHBI (who, if different than SHBI’s or TCFC’s then serving registrar FFI and transfer agent, is reasonably acceptable to TCFC) PBB (the “Exchange Agent”) all information which is reasonably necessary for the Exchange Agent to perform its obligations as specified herein. As , the Exchange Agent shall, promptly as practicable after the Effective Time, but and in no event later than three five (35) Business Days following the Effective TimeClosing Date, SHBI shall cause the Exchange Agent to mail and otherwise make available or deliver to each holder of record of TCFC a certificate or certificates (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of PBB Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a notice manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request) which immediately prior to the Effective Time represented outstanding shares of PBB Common Stock, a form of letter of transmittal, in a form reasonably acceptable to TCFC transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate(s) theretofore representing shares of TCFC Common Stock shall pass, only upon proper delivery of such Certificate(s) to the Exchange Agent or transfer of Book-Entry Shares to the Exchange Agent), ) advising such holder of the effectiveness of the Merger and containing instructions for use in effecting the instructions and procedure for surrendering to the Exchange Agent surrender of such Certificate(s) or Book-Entry Shares in exchange for certificates or book-entry shares representing the number of whole shares of SHBI Common Stock and any cash in lieu of fractional shares consideration to which the shares of TCFC Common Stock represented by such Certificate(s) or Book-Entry Shares shall have been converted into the right to receive holder may be entitled pursuant to this Agreement as well as any dividends or distributions to be paid Section 3.1(a) hereof deliverable in respect of such shares thereof pursuant to this Agreement. A letter of transmittal will be properly completed only if accompanied by a Certificate or Certificates or instructions to transfer Book-Entry Shares representing all shares of TCFC PBB Common Stock covered thereby, subject to the provisions of Section 3.02(d)3.2(e) below.

Mailing of Transmittal Material. As promptly as practicable, but in no event later than five (5) Business Days prior to the Effective Time, TCFC Seller will deliver, or cause to be delivered, to the agent designated by SHBI Purchaser Parent (who, if different than SHBIPurchaser Parent’s or TCFCSeller’s then serving registrar and transfer agent, is reasonably acceptable to TCFCSeller) (the “Exchange Agent”) all information which is reasonably necessary for the Exchange Agent to perform its obligations as specified herein. As promptly as practicable after the Effective Time, but in no event later than three (3) Business Days following the Effective Time, SHBI Purchaser Parent shall cause cause, the Exchange Agent to mail and otherwise make available to each holder of record of TCFC Common Seller Capital Stock, a notice and a form of letter of transmittal, in a form reasonably acceptable to TCFC Seller (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate(s) theretofore representing shares of TCFC Common Seller Capital Stock shall pass, only upon proper delivery of such Certificate(s) to the Exchange Agent or transfer of Book-Entry Shares to the Exchange Agent), advising such holder of the effectiveness of the Merger and the instructions and procedure for surrendering to the Exchange Agent such Certificate(s) or Book-Entry Shares in exchange for certificates or book-entry shares representing the number of whole shares of SHBI Purchaser Parent Common Stock and any cash in lieu of fractional shares which the shares of TCFC Seller Common Stock represented by such Certificate(s) or Book-Entry Shares shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid in respect of such shares pursuant to this Agreement. A letter of transmittal will be properly completed only if accompanied by a Certificate or Certificates or instructions to transfer Book-Entry Shares representing all shares of TCFC Common Seller Capital Stock covered thereby, subject to the provisions of Section 3.02(d).

Mailing of Transmittal Material. As promptly as practicable, but in no event later than five (5) Business Days prior to the Effective Time, TCFC will deliverProvided that SDTB has delivered, or cause caused to be delivered, to the agent designated by SHBI (who, if different than SHBI’s or TCFC’s then serving registrar and transfer agent, is reasonably acceptable to TCFC) (the “Exchange Agent”) Agent all information which is reasonably necessary for the Exchange Agent to perform its obligations as specified herein. As promptly as practicable after , the Effective TimeExchange Agent shall, but in no event later than three (3) Business Days following the Effective Time, SHBI and PPBI shall cause the Exchange Agent to to, mail and otherwise make available or deliver to each holder of record of TCFC SDTB Common Stock, a notice and simultaneous with the mailing or delivery of the Election Form, a form of letter of transmittal, in a form reasonably acceptable to TCFC transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate(s) theretofore representing shares of TCFC SDTB Common Stock shall pass, only upon proper delivery of such Certificate(s) to the Exchange Agent or transfer of Book-Entry Shares to the Exchange Agent), and which shall have been approved in form by SDTB) advising such holder of the effectiveness of the Merger and the instructions and procedure for surrendering to the Exchange Agent such Certificate(s) or Book-Entry Shares in exchange for certificates or book-entry shares representing the number of whole shares of SHBI Common Stock and any cash in lieu of fractional shares consideration to which the shares of TCFC Common Stock represented by such Certificate(s) or Book-Entry Shares shall have been converted into the right to receive holder may be entitled pursuant to this Agreement as well as any dividends or distributions to be paid Section 3.01(b) hereof deliverable in respect of such shares thereof pursuant to this Agreement. A letter of transmittal will be properly completed only if accompanied by a Certificate or Certificates or instructions to transfer Book-Entry Shares representing all shares of TCFC SDTB Common Stock covered thereby, subject to the provisions of paragraph (d) of this Section 3.02(d)3.03. For those holders of No-Election Shares who have not surrendered a properly completed letter of transmittal and/or Certificates evidencing such No-Election Shares before the Election Deadline, the Exchange Agent shall send such holders another letter of transmittal promptly following the Election Deadline indicating the allocation to such holders' No-Election Shares of rights to receive PPBI Common Stock and/or cash.