Common use of Proper and Timely Election Clause in Contracts

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee shall have actually received a properly completed letter of transmittal by the date and time established by the Company and specified in the transmittal materials, as such date and time may be extended by the Company in its discretion (the "Election Deadline"). A letter of transmittal shall be deemed properly completed only if an Election is indicated for each share of Bank Stock covered by such letter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittal. Any Election may be revoked or changed by the person submitting a revised, properly completed letter of transmittal at or prior to the Election Deadline. In the event a letter of transmittal is revoked prior to the Election Deadline, the shares of Bank Stock represented by such Election shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company shall cause the certificates representing such shares of Bank Stock to be promptly returned without charge to the person submitting the revoked Election upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittal, and any decisions of the Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company nor the Exchange Agent shall be liable for the failure to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of Transmittal.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form by 5:00 P.M. (New York City time) on the day prior to the Closing Date (or such other time and date and time established by as the Company and specified in the transmittal materials, as such date and time Parent may be extended by the Company in its discretion mutually agree) (the "“Election Deadline"”). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Company Common Stock covered by such letter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal at or such Election Form prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank Company Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company Parent shall cause the certificates representing such shares of Bank Company Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company Parent shall have discretion, which it may delegate in whole or in part to the Exchange Agent shall have reasonable discretion Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Parent and Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company Parent nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. An election shall only be valid if Buyer submits a Cash Consideration Notice in the manner set forth in this Article III. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form by 5:00 P.M. (New York City time) on the day prior to the Closing Date (or such other time and date and time established by as the Company and specified in the transmittal materials, as such date and time Buyer may be extended by the Company in its discretion mutually agree) (the "“Election Deadline"”). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Company Common Stock covered by such letter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal at or such Election Form prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank Company Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company Buyer shall cause the certificates representing such shares of Bank Company Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Buyer and Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company Buyer nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form by 5:00 P.M. Pacific Time on the last Business Day prior to the Closing Date (or such other time and date as YCB and time established by the Company and specified in the transmittal materials, as such date and time NVBancorp may be extended by the Company in its discretion mutually agree) (the "Election Deadline"). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank YCB Common Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank YCB Common Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal at or such Election Form prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank YCB Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly and timely made with respect to such shares on or before the Election Deadline, and the Company NVBancorp shall cause the certificates representing such shares of Bank YCB Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Company NVBancorp and Bank YCB required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company NVBancorp nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form by 6:00 a.m. Pacific Time on the fourth business day after the Condition Satisfaction Date (or such other time and date and time established by as the Company and specified in the transmittal materials, as such date and time Parent may be extended by the Company in its discretion mutually agree) (the "“Election Deadline"”); provided, that (A) at least three business days prior to the Election Deadline, Parent shall publish a press release announcing the Election Deadline and (B) promptly following the close of trading on NASDAQ on the business day immediately preceding the day of the Election Deadline, Parent shall publish a press release announcing the VWAP of Parent Stock. A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Stock Company Share covered by such letter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person Person submitting such Election Form by delivery of a revised, properly completed letter of transmittal at revocation or new Election Form that is actually received by the Exchange Agent prior to the Election Deadline. In the event a letter of transmittal an Election Form is timely revoked prior to the Election Deadline, the shares of Bank Stock Company Shares represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares Company Shares on or before the Election Deadline, and the Company shall cause the certificates representing such shares of Bank Stock to be promptly returned without charge to the person submitting the revoked Election upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company Parent shall have discretion, which it may delegate in whole or in part to the Exchange Agent shall have reasonable discretion Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittal, and any Election Forms. Any decisions of the Company and Bank Parent required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company Parent nor the Exchange Agent shall be liable for the failure under any obligation to notify any person Person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form which has not been revoked by 5:00 p.m., Pacific Time, by the 30th day following the Mailing Date (or such other time and date as TI and time established by the Company and specified in the transmittal materials, as such date and time HFB may be extended by the Company in its discretion mutually agree) (the "Election Deadline"). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank HFB Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank HFB Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal such Election Form at or prior to the Election Deadline, provided that the Exchange Agent shall have actually received prior to the Election Deadline a written notice revoking such Election Form and specifying the shares of HFB Stock covered by such revoked Election Form. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank HFB Stock represented by representing such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company HFB shall cause the certificates representing such shares of Bank HFB Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, Election or revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Company HFB and Bank TI required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company HFB nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee shall have actually received a properly completed letter of transmittal by the date and time established by the Company and specified in the transmittal materials, as such date and time may be extended by the Company in its discretion (the "Election Deadline"). A letter of transmittal shall be deemed properly completed only if an Election is indicated for each share of Bank Stock covered by such letter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittal. Any Election may be revoked or changed by the person submitting a revised, properly completed letter of transmittal at or prior to the Election Deadline. In the event a letter of transmittal is revoked prior to the Election Deadline, the shares of Bank Stock represented by such Election shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company shall cause the certificates representing such shares of Bank Stock to be promptly returned without charge to the person submitting the revoked Election upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the Election, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittal, and any decisions of the Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company nor the Exchange Agent shall be liable for the failure to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of Transmittal.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter Election Form by 5:00 P.M. on the later of transmittal by the 30th day following the Mailing Date or such other time and date as CVB and time established by the Company and specified in the transmittal materials, as such date and time Granite may be extended by the Company in its discretion mutually agree (the "“Election Deadline"”). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Granite Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Granite Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal such Election Form at or prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank Granite Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company CVB shall cause the certificates representing such shares of Bank Granite Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Company CVB and Bank Granite required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company CVB nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form by 5:00 P.M. (New York City time) on the day prior to the Closing Date (or such other time and date and time established by as the Company and specified in the transmittal materials, as such date and time Parent may be extended by the Company in its discretion mutually agree) (the "Election Deadline"). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Company Common Stock covered by such letter of transmittal and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned by the holder of Bank Stock, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal at or such Election Form prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank Company Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company Parent shall cause the certificates representing such shares of Bank Company Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company Parent shall have discretion, which it may delegate in whole or in part to the Exchange Agent shall have reasonable discretion Agent, to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Parent and Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company Parent nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter Election Form by 5:00 P.M. on the later of transmittal by the 30th day following the Mailing Date or such other time and date and time established by as the Company and specified in the transmittal materials, as such date and time Parent may be extended by the Company in its discretion mutually agree (the "Election Deadline"). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Company Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Company Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal such Election Form at or prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank Company Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company Parent shall cause the certificates representing such shares of Bank Company Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Parent and Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company Parent nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election and Transmittal Notice by 5:00 P.M. (Minneapolis time) on the date and time established by 30th day following the Company and specified in the transmittal materials, as such date and time may be extended by the Company in its discretion Mailing Date (the "Election Deadline"). A letter of transmittal An Election and Transmittal Notice shall be deemed properly completed only if (i) an Election is indicated for each share of Bank Sunrise Common Stock covered by such letter of transmittal Election and if Transmittal Notice and (ii) such notice is accompanied by one or more certificates Certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates Certificates or the guaranteed delivery of such certificatesCertificates) representing all shares of Bank Sunrise Common Stock owned and Sunrise Series C Stock covered by the holder of Bank Stocksuch Election and Transmittal Notice, together with duly executed transmittal materials included in or required by the letter of transmittalElection and Transmittal Notice. Any Election and Transmittal Notice may be revoked or changed by the person submitting a revised, properly completed letter of transmittal such Notice at or prior to the Election Deadline. In the event a letter of transmittal an Election and Transmittal Notice is revoked prior to the Election Deadline, the shares of Bank Sunrise Common Stock represented by such Election and Transmittal Notice shall automatically become Undesignated Shares unless and until a new Election and Transmittal Notice is properly made with respect to such shares on or before the Election Deadline, and the Company Exchange Agent shall cause the certificates representing such shares of Bank Sunrise Common Stock to be promptly returned without charge to the person submitting the revoked Election and Transmittal Notice upon written request to that effect from the holder who submitted such Election Formand Transmittal Notice. Subject to the terms of this Agreement and of the ElectionElection and Transmittal Notice, the Company or the Exchange Agent shall have reasonable discretion to determine whether any an election, revocation revocation, or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection and Transmittal Notice, and any decisions of the Company EAI and Bank Sunrise required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company EAI nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of Transmittaland Transmittal Notice.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter Election Form by 5:00 P.M. on the later of transmittal the 30th day following the Mailing Date or the 31st day following the mailing of any notice required by Section 1301 of the GCL (or such other time and date and time established by as the Company and specified in the transmittal materials, as such date and time Bank may be extended by the Company in its discretion mutually agree) (the "Election Deadline"). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal such Election Form at or prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company shall cause the certificates representing such shares of Bank Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company nor the Exchange exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form by 5:00 P.M. Central Time on the 30th day following the Mailing Date (or such other time and date and time established by as the Company and specified in the transmittal materials, as such date and time Parent may be extended by the Company in its discretion mutually agree) (the "“Election Deadline"”). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank Company Common Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank Company Common Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person submitting a revised, properly completed letter of transmittal at or such Election Form prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank Company Common Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly and timely made with respect to such shares on or before the Election Deadline, and the Company Parent shall cause the certificates representing such shares of Bank Company Common Stock to be promptly returned without charge to the person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Parent and Company and Bank required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company Parent nor the Exchange Agent shall be liable for the failure under any obligation to notify any person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter of transmittal Election Form by 5:00 p.m. on the business day prior to the date of the FCBS Shareholder Meeting or such other time and time established by the Company date as CVBF and specified in the transmittal materials, as such date and time FCBS may be extended by the Company in its discretion mutually agree (the "“Election Deadline"”). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank FCBS Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank FCBS Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person Person submitting a revised, properly completed letter of transmittal such Election Form at or prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank FCBS Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company CVBF shall cause the certificates representing such shares of Bank FCBS Stock to be promptly returned without charge to the person Person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Company CVBF and Bank FCBS required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company CVBF nor the Exchange Agent shall be liable for the failure under any obligation to notify any person Person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.

Proper and Timely Election. Any Election shall have been properly made and effective only if the Company or its designee Exchange Agent shall have actually received a properly completed letter Election Form by 5:00 p.m. on the later of transmittal the 30th day following the Mailing Date or the 31st day following the mailing of any notice required by Section 1301 of the California Corporations Code (or such other time and date as BHI and time established by the Company and specified in the transmittal materials, as such date and time CU may be extended by the Company in its discretion mutually agree) (the "Election Deadline"). A letter of transmittal An Election Form shall be deemed properly completed only if an Election is indicated for each share of Bank CU Stock covered by such letter of transmittal Election Form and if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Bank CU Stock owned covered by the holder of Bank Stocksuch Election Form, together with duly executed transmittal materials included in or required by the letter of transmittalElection Form. Any Election Form may be revoked or changed by the person Person submitting a revised, properly completed letter of transmittal such Election Form at or prior to the Election Deadline. In the event a letter of transmittal an Election Form is revoked prior to the Election Deadline, the shares of Bank CU Stock represented by such Election Form shall automatically become Undesignated Shares unless and until a new Election is properly made with respect to such shares on or before the Election Deadline, and the Company BHI shall cause the certificates representing such shares of Bank CU Stock to be promptly returned without charge to the person Person submitting the revoked Election Form upon written request to that effect from the holder who submitted such Election Form. Subject to the terms of this Agreement and of the ElectionElection Form, the Company or the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the letter of transmittalElection Forms, and any decisions of the Company BHI and Bank CU required by the Exchange Agent and made in good faith in determining such matters shall be binding and conclusive. Neither the Company BHI nor the Exchange Agent shall be liable for the failure under any obligation to notify any person Person of any defect in an Election or the letter of transmittal, provided that the Company uses its reasonable best efforts promptly to notify (or to cause the Exchange Agent promptly to notify) any holder of Bank Stock of any defect in an Election or the Letter of TransmittalForm.