Common use of Payment and Proration Clause in Contracts

Payment and Proration. As promptly as practicable but not later than five business days after the Effective Time, Buyer shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Buyer Common Stock or cash in the Merger in accordance with the Election Forms as follows: (A) In the event that the aggregate number of shares of Company Common Stock in respect of which Cash Elections and Combination Cash Elections have been made and not subsequently revoked or changed (collectively, the “Cash Election Shares”) exceeds the Cash Election Number, all shares in respect of which Stock Elections and Combination Stock Elections have been made and not subsequently revoked or changed (the “Stock Election Shares”) and all Undesignated Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Shares, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (2) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (B) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Shares, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (C) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (y) all Stock Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests).

Payment and Proration. As promptly as practicable but not later than five business days Business Days after the Effective TimeTime of the Merger, Buyer Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Buyer Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (Ai) In the event that the aggregate number of shares of Company Common Stock in respect of which Cash Elections and Combination Cash Elections have been made and not subsequently revoked or changed (collectively, the “Cash Election Shares”) exceeds the Cash Election Number, all shares in respect of which Stock Elections and Combination Stock Elections have been made and not subsequently revoked or changed (the “Stock Election Shares”) and all Undesignated Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Sharesconverted, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (2B) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (Bii) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Sharesconverted, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2B) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (Ciii) In the event that neither clause (Ai) nor clause (Bii) of this Section 3.1(d)(iv3.03(d) is applicable, on a pro-rata basis, Undesignated Shares shall be deemed Stock Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that and (xA) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (yB) all Stock Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests).

Payment and Proration. As promptly as practicable but not later than five business days (5) Business Days after the Effective TimeTime of the Merger, Buyer CVB shall cause the Exchange Agent to effect the allocation among the holders of Company Common Granite Stock of rights to receive Buyer Common CVB Stock or cash in the Merger in accordance with the Election Forms as follows: (Aa) In the event that if the aggregate number of shares of Company Common Granite Stock in respect of as to which Cash Stock Elections and Combination Cash Stock Elections shall have effectively been made results in the issuance of CVB Stock pursuant to the Merger that would have an aggregate value which exceeds, and is not approximately equal to, the Stock Amount based on the Exchange Ratio (assuming all other shares of Granite Stock receive the Per Share Cash Consideration), then: (i) Each holder of Granite Stock who made an effective Cash Election or Combination Cash Election shall receive the Per Share Cash Consideration; (ii) All Undesignated Shares shall be deemed to have made Cash Elections; and (iii) A stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (1) the maximum number of shares of Granite Stock which can make a Stock Election and Combination Stock Election to equal the Stock Amount based on the Exchange Ratio by (2) the number of shares of Granite Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each holder of Granite Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (1) the number of shares of CVB Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Granite Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor, and (2) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of Granite Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (b) if the aggregate number of shares of Granite Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made results in the issuance of CVB Stock pursuant to the Merger that would have an aggregate value which is less than, and not subsequently revoked or changed (collectivelyapproximately equal to, the “Stock Amount based on the Exchange Ratio (assuming all other shares of Granite Stock other than shares of Granite Stock held by CVB or CBB receive the Per Share Cash Consideration), then: (i) Each holder of Granite Stock who made an effective Stock Election Shares”or Combination Stock Election shall receive the number of shares of CVB Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Granite Stock covered by such Stock Election or Combination Stock Election; (ii) exceeds The Exchange Agent shall select by lot such number of holders of Undesignated Shares (other than holders of Undesignated Shares who voted against the Cash Merger or gave notice in writing that the holder dissents as required by Chapter 13 of the CGCL prior to the meeting of shareholders to be held pursuant to Section 6.7) to receive CVB Stock as shall be necessary so that the shares of CVB Stock to be received by those holders, when combined with the number of shares for which a Stock Election Number, or Combination Stock Election has been made shall be approximately equal to the Stock Amount. If all of said Undesignated Shares plus all shares in respect of as to which Stock Elections and Combination Stock Elections have been made together would result in the issuance of CVB Stock with a value which is less than, and not subsequently revoked or changed approximately equal to, the Stock Amount, then: (iii) A cash proration factor (the “Stock Election SharesCash Proration Factor”) and all Undesignated Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into determined by dividing (1) the right maximum number of shares of Granite Stock which can make a Stock Election and Combination Stock Election to receive equal the Stock Consideration, Amount based on the Exchange Ratio by (2) the number of shares of Granite Stock with respect to which effective Cash Elections and all Combination Cash Elections were made. Each holder of Granite Stock who made an effective Cash Election Shares or Combination Cash Election shall be converted into the right to receive Stock Consideration or Cash Consideration in the following mannerentitled to: (1) cash equal to the product of (x) the Per Share Cash Election Shares shall be deemed converted to Stock Election SharesConsideration, on a pro-rata basis for each record holder multiplied by (y) the number of shares of Company Common Granite Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Shares, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all covered by such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration or Combination Cash Election, multiplied by (and cash in lieu of fractional interests); and (2z) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (B) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Shares, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election NumberProration Factor, and all such Stock Election Shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (C) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of shares of CVB Stock Election Shares equals equal to the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that product of (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash ConsiderationExchange Ratio, and multiplied by (y) all the number of shares of Granite Stock covered by such Cash Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into or Combination Cash Election, multiplied by (z) one minus the right to receive Stock Consideration (and cash in lieu of fractional interests)Cash Proration Factor.

Payment and Proration. As promptly as practicable but not later than five business days after the Effective Time, Buyer Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Buyer Parent Common Stock or cash in the Step One Merger in accordance with the Election Forms as follows: (A1) In the event that the aggregate number amount of cash payable in respect of shares of Company Common Stock in respect of which Cash Elections and Combination Cash Elections have been made and not subsequently revoked or changed (collectively, the “Cash Election Shares”) exceeds the Cash Election Number, all shares in respect of which Stock Elections and Combination Stock Elections have been made and not subsequently revoked or changed (the “Stock Election Shares”) and all Undesignated Shares in respect of which Stock Elections are have been deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Shares, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (2B) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (B2) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Shares, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2B) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (C3) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv2.1(c)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (y) all Stock Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests).

Payment and Proration. As promptly as practicable but not later than five business days after the Effective Time, Buyer Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Buyer Parent Common Stock or cash in the Step One Merger in accordance with the Election Forms as follows: (A1) In the event that the aggregate number amount of cash payable in respect of shares of Company Common Stock in respect of which Cash Elections and Combination Cash Elections have been made and not subsequently revoked or changed (collectively, the “"Cash Election Shares”") exceeds the Cash Election Number, all shares in respect of which Stock Elections and Combination Stock Elections have been made and not subsequently revoked or changed (the “"Stock Election Shares”") and all Undesignated Shares in respect of which Stock Elections are have been deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Shares, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (2B) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (B2) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Shares, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2B) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (C3) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv2.1(c)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (y) all Stock Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests).

Payment and Proration. As promptly as practicable but not later than five business days after the Effective Time, Buyer Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Buyer Parent Common Stock or cash in the Step One Merger in accordance with the Election Forms as follows: (A1) In the event that the aggregate number amount of cash payable in respect of shares of Company Common Stock in respect of which Cash Elections and Combination Cash Elections have been made and not subsequently revoked or changed (collectively, the “Cash Election Shares”“) exceeds the Cash Election Number, all shares in respect of which Stock Elections and Combination Stock Elections have been made and not subsequently revoked or changed (the “Stock Election Shares”“) and all Undesignated Shares in respect of which Stock Elections are have been deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Shares, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (2B) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (B2) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Shares, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2B) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (C3) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv2.1(c)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (y) all Stock Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests).

Payment and Proration. As promptly as practicable but not no later than five business days (5) Business Days after the Effective Time, Buyer CVBF shall cause the Exchange Agent to effect the allocation among the holders of Company Common FCBS Stock of rights to receive Buyer CVBF Common Stock or cash in the Holding Company Merger in accordance with the Election Forms as follows: (Aa) In the event that if the aggregate number of shares of Company Common FCBS Stock in respect of as to which Cash Stock Elections and Combination Cash Stock Elections shall have effectively been made results in the issuance of CVBF Common Stock pursuant to the Holding Company Merger that would have an aggregate value which exceeds, and is not approximately equal to, the Stock Amount based on the Exchange Ratio (assuming all other shares of FCBS Stock receive the Per Share Cash Consideration), then: (i) Each holder of FCBS Stock who made an effective Cash Election or Combination Cash Election shall receive the Per Share Cash Consideration; (ii) All Undesignated Shares shall be deemed to have made Cash Elections; and (iii) A stock proration factor (the “Stock Proration Factor”) shall be determined by dividing (1) the maximum number of shares of FCBS Stock which can make a Stock Election and Combination Stock Election to equal the Stock Amount based on the Exchange Ratio by (2) the number of shares of FCBS Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each holder of FCBS Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (1) the number of shares of CVBF Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of FCBS Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor, and (2) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of FCBS Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (b) if the aggregate number of shares of FCBS Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made results in the issuance of CVBF Common Stock pursuant to the Holding Company Merger that would have an aggregate value which is less than, and not subsequently revoked or changed (collectivelyapproximately equal to, the “Stock Amount based on the Exchange Ratio (assuming all other shares of FCBS Stock other than shares of FCBS Stock held by CVBF or CVBF Bank receive the Per Share Cash Consideration), then: (i) Each holder of FCBS Stock who made an effective Stock Election Shares”or Combination Stock Election shall receive the number of shares of CVBF Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of FCBS Stock covered by such Stock Election or Combination Stock Election; (ii) exceeds The Exchange Agent shall select by lot such number of holders of Undesignated Shares (other than holders of Undesignated Shares who voted against the Cash Holding Company Merger or gave notice in writing that the holder dissents as required by Chapter 13 of the CGCL prior to the meeting of shareholders to be held pursuant to Section 6.11) to receive CVBF Common Stock as shall be necessary so that the shares of CVBF Common Stock to be received by those holders, when combined with the number of shares for which a Stock Election Number, or Combination Stock Election has been made shall be approximately equal to the Stock Amount. If all of said Undesignated Shares plus all shares in respect of as to which Stock Elections and Combination Stock Elections have been made together would result in the issuance of CVBF Common Stock with a value which is less than, and not subsequently revoked or changed approximately equal to, the Stock Amount, then: (iii) A cash proration factor (the “Stock Election SharesCash Proration Factor”) and all Undesignated Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made) shall be converted into determined by dividing (1) the right maximum number of shares of FCBS Stock which can make a Stock Election and Combination Stock Election to receive equal the Stock Consideration, Amount based on the Exchange Ratio by (2) the number of shares of FCBS Stock with respect to which effective Cash Elections and all Combination Cash Elections were made. Each holder of FCBS Stock who made an effective Cash Election Shares or Combination Cash Election shall be converted into the right to receive Stock Consideration or Cash Consideration in the following mannerentitled to: (1) cash equal to the product of (x) the Per Share Cash Election Shares shall be deemed converted to Stock Election SharesConsideration, on a pro-rata basis for each record holder multiplied by (y) the number of shares of Company Common FCBS Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Shares, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, and all covered by such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration or Combination Cash Election, multiplied by (and cash in lieu of fractional interests); and (2z) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (B) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Shares, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election NumberProration Factor, and all such Stock Election Shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (C) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of shares of CVBF Common Stock Election Shares equals equal to the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that product of (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash ConsiderationExchange Ratio, and multiplied by (y) all the number of shares of FCBS Stock covered by such Cash Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into or Combination Cash Election, multiplied by (z) one minus the right to receive Stock Consideration (and cash in lieu of fractional interests)Cash Proration Factor.

Payment and Proration. As promptly as practicable but not later than five business days Business Days after the Effective TimeTime of the Merger, Buyer Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock of rights to receive Buyer Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (Ai) In the event that if the aggregate number of shares of Company Common Stock in respect of as to which Cash Stock Elections and Combination Cash Stock Elections shall have effectively been made and not subsequently revoked results in the issuance of 2,762,662 shares of Parent Common Stock (the "Stock Amount") in exchange for shares of Company Stock (assuming all other shares of Company Stock other than Treasury Shares receive the Per Share Cash Consideration), then: (A) Each holder of Company Stock who made an effective Stock Election or changed Combination Stock Election shall receive the number of shares of Parent Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Company Stock covered by such Stock Election or Combination Stock Election; and (collectively, the “B) Each holder of Company Stock who made an effective Cash Election Shares”or Combination Cash Election, and each holder of Undesignated Shares shall receive the Per Share Cash Consideration. (ii) exceeds if the aggregate number of shares of Company Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made exceeds, and is not approximately equal to the Stock Amount (assuming all other shares of Company Stock other than Treasury Shares receive the Per Share Cash Consideration), then: (A) Each holder of Company Stock who made an effective Cash Election Numberor Combination Cash Election shall receive the Per Share Cash Consideration; (B) All Undesignated Shares shall be deemed to have made Cash Elections; and (C) A stock proration factor (the "Stock Proration Factor") shall be determined by dividing (1) the Stock Amount by (2) the number of shares of Parent Common Stock which would be issued based on the product of the Exchange Ratio and the number of shares of Company Stock with respect to which effective Stock Elections and Combination Stock Elections were made. Each holder of Company Stock who made an effective Stock Election or Combination Stock Election shall be entitled to: (I) the number of shares of Parent Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Company Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) the Stock Proration Factor, and (II) cash in an amount equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of Company Stock covered by such Stock Election or Combination Stock Election, multiplied by (z) one minus the Stock Proration Factor. (iii) if the aggregate number of shares of Company Stock as to which Stock Elections and Combination Stock Elections shall have effectively been made shall be less than the Stock Amount (assuming all other shares of Company Stock other than Treasury Shares receive the Per Share Cash Consideration), then: (A) Each holder of Company Stock who made an effective Stock Election or Combination Stock Election shall receive the number of shares of Parent Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Company Stock covered by such Stock Election or Combination Stock Election; (B) The Exchange Agent shall select by lot such number of holders of Undesignated Shares (other than holders of Undesignated Shares who voted against the Merger or gave notice in writing that the holder dissents as required by 12 U.S.C. 215a prior to the meeting of shareholders to be held pursuant to Section 6.02) to receive Parent Common Stock as shall be necessary so that the shares of Parent Common Stock to be received by those holders, when combined with the number of shares for which a Stock Election or Combination Stock Election has been made shall be equal to the Stock Amount. If all of said Undesignated Shares plus all shares in respect of as to which Stock Elections and Combination Stock Elections have been made together are less than, and not subsequently revoked or changed approximately equal to, the Stock Amount, then: (C) A cash proration factor (the “Stock Election Shares”) and all Undesignated Shares in respect of which Stock Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Stock Elections have been made"Cash Proration Factor") shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: determined by dividing (1) Cash Election Shares shall the amount which is the difference between (x) the Stock Amount and (y) the number of shares of Parent Common Stock which would be deemed converted to Stock Election Shares, issued based on a pro-rata basis for each record holder the product of the Exchange Ratio and the sum of the number of shares of Company Common Stock with respect to those shareswhich effective Stock Elections and Combination Stock Elections were made and the number of Undesignated Shares selected pursuant to subparagraph (ii)(B) above by (2) the product of the Exchange Ratio and the number of shares of Company Stock with respect to which effective Cash Elections and Combination Cash Elections were made. Each holder of Company Stock who made an effective Cash Election or Combination Cash Election shall be entitled to: (I) cash equal to the product of (x) the Per Share Cash Consideration, multiplied by (y) the number of shares of Company Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) one minus the Cash Proration Factor, and (II) the number of shares of Parent Common Stock equal to the product of (x) the Exchange Ratio, multiplied by (y) the number of shares of Company Stock covered by such Cash Election or Combination Cash Election, multiplied by (z) the Cash Proration Factor. (iv) Notwithstanding any other provision of this Agreement, if anyafter applying the allocation rules set forth in the preceding subsections of this Section 3.03, the aggregate value of the Parent Common Stock that would be issued pursuant to the Merger (valued at the closing price (excluding after-market trading) of Parent Common Stock on the date on which the Effective Time of the Merger occurs (the "Closing Price")) is less than 45% of the aggregate value of the total consideration (which total consideration shall include cash paid or anticipated to be paid to Dissenting Shareholders) to be paid in exchange for Company Stock (the "Minimum Percentage"), Parent shall be authorized to reallocate, in good faith and in such record holder that are Cash Election Sharesa manner as it reasonably determines to be fair and equitable, so shares of Parent Common Stock and cash among the holders of Company Stock, or to vary the number of shares of Parent Common Stock to be issued in the Merger, in a manner such that the number of Cash Election Shares so converted into shares of Parent Common Stock Election Shares, when added to be issued in the existing Stock Election Shares, Merger shall equal as closely as practicable not be less than the Stock Election Number, Amount and all such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (2) any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (B) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Shares, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares so converted into Cash Election Shares Amount shall be converted into not represent less than the right to receive the Cash Consideration; and (2) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests)Minimum Percentage. (C) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and (y) all Stock Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests).

Payment and Proration. As promptly as practicable but not later than five business days Business Days after the Effective TimeTime of the Merger, Buyer NVBancorp shall cause the Exchange Agent to effect the allocation among the holders of Company YCB Common Stock of rights to receive Buyer NVBancorp Common Stock or cash in the Merger in accordance with the Election Forms as follows: (Ai) In the event that the aggregate number of shares of Company YCB Common Stock in respect of which Cash Elections and Combination Cash Elections have been made and not subsequently revoked or changed (collectively, the “Cash Election Shares”) exceeds the Cash Election Number, all shares in respect of which Stock Elections and Combination Stock Elections have been made and not subsequently revoked or changed (the “Stock Election Shares”) and all Undesignated Shares in respect of which Stock Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) (collectively, the "Cash Election Shares") exceeds the Cash Election Number, all shares in respect of which Stock Elections have been mademade (the "Stock Election Shares") shall be converted into the right to receive Stock Consideration, and all Cash Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Cash Election Shares shall be deemed converted to Stock Election Shares, on a pro-rata basis for each record holder of shares of Company YCB Common Stock with respect to those shares, if any, of such record holder that are Cash Election Shares, so that the number of Cash Election Shares so converted into Stock Election Sharesconverted, when added to the existing Stock Election Shares, shall equal as closely as practicable the Stock Election Number, Number and all such Cash Election Shares so converted into Stock Election Shares shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests); and (2B) any Any remaining Cash Election Shares shall be converted into the right to receive Cash Consideration. (Bii) In the event that the aggregate number of Stock Election Shares exceeds the Stock Election Number, all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made (it being understood that in such case all Undesignated Shares shall be deemed to be shares in respect of which Cash Elections have been made) shall be converted into the right to receive Cash Consideration, and all Stock Election Shares shall be converted into the right to receive Stock Consideration or Cash Consideration in the following manner: (1A) Stock Election Shares shall be deemed converted into Cash Election Shares, on a pro-rata basis for each record holder of shares of Company YCB Common Stock with respect to those shares, if any, of such record holder that are Stock Election Shares, so that the number of Stock Election Shares so converted into Cash Election Sharesconverted, when added to the existing Cash Election Shares, shall equal as closely as practicable the Cash Election Number, and all such Stock Election Shares shares so converted into Cash Election Shares shall be converted into the right to receive the Cash Consideration; and (2) the remaining Stock Election Shares shall be converted into the right to receive the Stock Consideration (and cash in lieu of fractional interests). (C) In the event that neither clause (A) nor clause (B) of this Section 3.1(d)(iv) is applicable, Undesignated Shares shall be deemed Stock Election Shares such that the total number of Stock Election Shares equals the Stock Election Number and any remaining Undesignated Shares shall be deemed Cash Election Shares with the result that (x) all Cash Election Shares and all Undesignated Shares in respect of which Cash Elections are deemed to have been made shall be converted into the right to receive Cash Consideration, and ; and (yB) all The remaining Stock Election Shares and all Undesignated Shares in respect of which Stock Elections are deemed to have been made shall be converted into the right to receive Stock Consideration (and cash in lieu of fractional interests). (iii) (Intentionally Omitted) (iv) Notwithstanding any other provision of this Agreement, if after applying the allocation rules set forth in the preceding subsections of this Section 2.2, the aggregate value of the NVBancorp Common Stock that would be issued pursuant to the Merger (valued at the closing price of NVBancorp Common Stock on the date on which the Effective Time of the Merger occurs (the "Closing Price") is less than 50% of the aggregate value of the total consideration (which total consideration shall include cash paid or anticipated to be paid to Dissenting Shareholders) to be paid in exchange for YCB Common Stock (the "Minimum Percentage") NVBancorp and YCB shall be authorized to reallocate, in good faith and in such a manner as they reasonably determine to be fair and equitable, shares of NVBancorp Common Stock and cash among the holders of YCB Common Stock, or to vary the number of shares of NVBancorp Common stock to be issued in the Merger, in a manner such that the number of shares of NVBancorp Common stock to be issued in the Merger shall not represent less than the Minimum Percentage.