Common use of Election Procedure Clause in Contracts

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

Election Procedure. Upon written request of LCNB, which request will be made not less than two, nor more than five (5) Business Days prior to the date LCNB causes the Exchange Agent to mail the Election Forms (as hereinafter described), EFBI will provide to LCNB and the Exchange Agent an accurate and complete written list of the Record Holders of shares of EFBI Common Stock as of the date of delivery of such list (the “Record Holder List”). No later than three business forty (40) days following prior to the Effective Timeanticipated Election Deadline, NB&T LCNB shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to Person on the Effective Time represented issued and outstanding CNC Common Shares (“Old Certificates”): (i) a notice and letter of transmittal, specifying that delivery shall be effected and risk of loss and title to the Old Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent and advising such holder of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01, and (ii) Record Holder List an election form in such form as NB&T LCNB and CNC EFBI shall mutually agree (the “Election Form”); provided, however, that the Registration Statement shall have been declared effective by the SEC before the Exchange Agent shall mail the Election Forms to the holders of shares of EFBI Common Stock, and if such effectiveness is less than forty (40) days prior to the anticipated Election Deadline, immediately following such effectiveness. Each Election Form shall permit the holder (or in the case of nominee record holdersRecord Holders of shares of EFBI Common Stock, the beneficial owner through proper instructions and documentation) of EFBI Common Stock (i) to elect to receive NB&T LCNB Common Shares with respect to all of such holder’s CNC EFBI Common Shares, Stock or (ii) to elect to receive cash with respect to all of such holder’s CNC EFBI Common Shares, Stock or (iii) to elect to receive cash with respect to some of such holder’s CNC Common Shares and to receive NB&T Common Shares with respect to such holder’s remaining CNC Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s CNC EFBI Common Shares (“No Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash SharesStock. Any CNC EFBI Common Shares Stock with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,.” and any CNC Any EFBI Common Shares Stock with respect to which the holder has elected to receive NB&T LCNB Common Shares are hereinafter referred to as “Stock Election Shares.” Any CNC EFBI Common Shares Stock with respect to which the holder has indicated that such holder makes no such election are referred to as “No Election Shares.” Any EFBI Common Stock with respect to which the holder thereof shall notnot have made, as of the Election Deadline, have made an effective election by submission to the Exchange Agent of an effective, a properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock Shares.

Election Procedure. Upon written request of LCNB, which request will be made not less than two, nor more than five, Business Days prior to the date LCNB causes the Exchange Agent to mail the Election Forms (as hereinafter described), CNNB will provide to LCNB and the Exchange Agent an accurate and complete written list of the Record Holders of shares of CNNB Common Stock as of the date of delivery of such list (the “Record Holder List”). No later than three forty (40) business days following prior to the Effective Timeanticipated Election Deadline, NB&T LCNB shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to Person on the Effective Time represented issued and outstanding CNC Common Shares (“Old Certificates”): (i) a notice and letter of transmittal, specifying that delivery shall be effected and risk of loss and title to the Old Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent and advising such holder of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01, and (ii) Record Holder List an election form in such form as NB&T LCNB and CNC CNNB shall mutually agree (the “Election Form”); provided, however, that the Registration Statement shall have been declared effective by the SEC before the Exchange Agent shall mail the Election Forms to the holders of shares of CNNB Common Stock, and if such effectiveness is less than forty (40) business days prior to the anticipated Election Deadline, immediately following such effectiveness. Each Election Form shall permit the holder (or in the case of nominee record holdersRecord Holders of shares of CNNB Common Stock, the beneficial owner through proper instructions and documentation) of CNNB Common Stock (i) to elect to receive NB&T LCNB Common Shares with respect to all of such holder’s CNC CNNB Common SharesStock, (ii) to elect to receive cash with respect to all of such holder’s CNC CNNB Common SharesStock, (iii) to elect to receive cash with respect to some of such holder’s CNC CNNB Common Shares Stock and to receive NB&T LCNB Common Shares with respect to such holder’s remaining CNC CNNB Common SharesStock, or (iv) to indicate that such holder makes no such election with respect to such holder’s CNC CNNB Common Shares (“No Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash SharesStock. Any CNC CNNB Common Shares Stock with respect to which the holder has properly elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,.” and any CNC Any CNNB Common Shares Stock with respect to which the holder has properly elected to receive NB&T LCNB Common Shares are hereinafter referred to as “Stock Election Shares.” Any CNC CNNB Common Shares Stock with respect to which the holder has indicated that such holder makes no such election are referred to as “No Election Shares.” Any CNNB Common Stock with respect to which the holder thereof shall notnot have made, as of the Election Deadline, have made an effective election by submission to the Exchange Agent of an effective, a properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock Shares.

Election Procedure. No later than three business days following (i) Prior to the Effective TimeClosing, NB&T the Company shall cause the Exchange Agent to mail or make available deliver to each holder Stockholder a form of record Stockholder Agreement, and the other documents described in Section 2.11, as described in Section 5.1. The Stockholder Agreement shall contain an election form (the “Election Form”) which shall permit each Stockholder (other than Unaccredited Unaffiliated Stockholders and PSS Parties) to elect (an “Election”), subject to the limitations and adjustment provisions of this Section 2.7(c), the portion of such Stockholder’s Per Share Closing Consideration and Per Share Contingent Consideration which will be payable in cash (a “Cash Election”), shares of Parent Common Stock (a “Stock Election”) or a combination of cash and shares of Parent Common Stock (a “Mixed Election”), all as indicated by each Stockholder’s Election (subject to this Section 2.7(c)). For the avoidance of doubt, a separate Election may be made by each Stockholder (other than Unaccredited Unaffiliated Stockholders and PSS Parties) with respect to the Per Share Closing Consideration and the Per Share Contingent Consideration and the Election made with respect to Per Share Contingent Consideration may be changed in accordance with such Stockholder’s FDA Milestone CVR Agreement and/or Sales Milestone CVR Agreement. Any Stockholder who will receive shares of Parent Common Stock shall be required, as a condition precedent to the receipt of such shares of Parent Common Stock, to execute and deliver to Parent the Stockholder Agreement. (ii) For any Stock Election or Mixed Election as to a Stockholder’s Per Share Closing Consideration, the portion of each Stockholder’s Per Share Closing Consideration to be paid in shares of Parent Common Stock will be that number of shares of Parent Common Stock that is equal to (i) the portion of each Stockholder’s Per Share Closing Consideration that such Stockholder has elected to be paid in shares of Parent Common Stock (plus the amount that must be paid in Parent Common Stock after giving effect to Section 2.7(c)(viii) (the “Stock Election Closing Portion”)), divided by (ii) the Parent Stock Value. (iii) For any Stock Election or Mixed Election as to a Stockholder’s Per Share Contingent Consideration, the portion of each Stockholder’s Per Share Contingent Consideration to be paid in shares of Parent Common Stock (the “Stock Election Contingent Portion”) will be that number of shares of Parent Common Stock determined in accordance with the applicable FDA Milestone CVR Agreement or Sales Milestone CVR Agreement, as the case may be. (iv) If a Stockholder other than a PSS Party (a “Non-Electing Stockholder”) fails to deliver to the Company a properly completed Election Form and duly executed Stockholder Agreement on or before 5:00 p.m. Pacific Time on the date which is five (5) Business Days prior to the Closing Date, and such Non-Electing Stockholder’s Stockholder Agreement is not necessary to fulfill the condition set forth in Section 6.2(j), or Parent otherwise waives the condition set forth in Section 6.2(j) as to such Non-Electing Stockholder so that the Merger can be consummated, such Non-Electing Stockholder will be deemed to have made a Cash Election as to such Non-Electing Stockholder’s Per Share Closing Consideration. (v) Notwithstanding any other provision of this Agreement or a CVR Agreement to the contrary, if an Unaffiliated Stockholder is unable to demonstrate, through the delivery of customary personal representations and certifications, to Parent’s reasonable satisfaction prior to the Closing that such Stockholder is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the ▇▇▇▇ ▇▇▇) as of the Closing, then, regardless of whether or not such Stockholder has made an Election or executed and delivered a Stockholder Agreement, such Stockholder will be deemed to have made a Cash Election as to such Stockholder’s Per Share Closing Consideration and Per Share Contingent Consideration (such Stockholder is referred to herein as an “Unaccredited Unaffiliated Stockholder”). Parent may rely on a Stockholder’s representation as to such Stockholder’s accredited investor status in the Stockholder Agreement, or such other customary evidence of accredited investor status as Parent shall determine in its reasonable discretion to be reliable. Each Non-Electing Stockholder will also be considered to be an Unaccredited Unaffiliated Stockholder for purposes of clause (vii) below unless Parent otherwise concludes to its reasonable satisfaction that such Non-Electing Stockholder is an Accredited Unaffiliated Stockholder. (vi) The Company will prepare and deliver to Parent not more than one (1) Business Day prior to the Closing Date a draft of a certificate or certificates which spreadsheet (the “Stockholder Spreadsheet”) indicating for each Stockholder as of immediately prior to the Effective Time represented issued and outstanding CNC Common Shares (“Old Certificates”): (i) the name and current address of such Stockholder, (ii) the number of shares of each class or series of Company Capital Stock held by such Stockholder (iii) such Stockholder’s Election (or, if a notice and letter of transmittalNon-Electing Stockholder, specifying that delivery shall be effected and risk of loss and title such Stockholder’s deemed Election) as to the Old Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent Per Share Closing Consideration and advising such holder Per Share Contingent Consideration, as of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01Effective Time, and (iiiv) an election form number of CVRs issuable to such Stockholder in the Merger; in each case as such form Elections have been adjusted pursuant to Section 2.7(c)(vii) below, as NB&T applicable. Parent shall be given the opportunity to review and CNC comment on the draft Stockholder Spreadsheet and discuss same with the Company. The Company will deliver the final Stockholder Spreadsheet to Parent in connection with the Closing. (vii) The aggregate amount of cash elected to be received by all Stockholders making (or being deemed to have made) Cash Elections and Mixed Elections for such Stockholder’s Per Share Closing Consideration is referred to herein as the “Aggregate Elected Cash Closing Merger Consideration.” Notwithstanding the Elections of all or any Stockholders, but subject to Section 2.7(c)(vii)(B), the Aggregate Elected Cash Closing Merger Consideration payable to Stockholders shall mutually agree not exceed $85 million (the “Election FormClosing Cash Maximum”). Each If the Elections would cause the aggregate amount of Cash Closing Merger Consideration to exceed the Closing Cash Maximum, then the Aggregate Elected Cash Closing Merger Consideration will be deemed to equal the Closing Cash Maximum, and the Elections of all such Stockholders, and the amount of cash payable to each Stockholder making a Cash Election Form or Mixed Election for its Per Share Closing Consideration, will be adjusted as follows: (A) First, the Elections will be adjusted to assure that the Unaccredited Unaffiliated Stockholders receive only cash; and (B) Next, to the extent funds comprising the Closing Cash Maximum are available after giving effect to Section 2.7(c)(vii)(A), the Elections of the Accredited Unaffiliated Stockholders making Cash Elections and Mixed Elections will be adjusted by the Company in its judgment and reflected on the final Stockholder Spreadsheet so that the amount of cash payable to each such Accredited Unaffiliated Stockholder will be reduced on a pro rata basis based upon each such Accredited Unaffiliated Stockholder’s relative cash Elections (i.e., each such Accredited Unaffiliated Stockholder will receive an amount out of the Closing Cash Maximum not paid to the Accredited Unaffiliated Stockholders (the “Remaining Closing Cash Maximum”) equal to the product obtained by multiplying the Remaining Closing Cash Maximum by such Accredited Unaffiliated Stockholder’s Cut Back Percentage); provided that any such Accredited Unaffiliated Stockholder making a Cash Election or Mixed Election shall permit not, giving effect to Section 2.7(c)(vii)(A) receive in cash an amount per share less than (1) $1.00 (even if the holder Remaining Closing Cash Maximum must be increased to achieve such result) or (or 2) if such Stockholder elected less than $1.00 of cash, such lesser amount. The portion of the Per Share Closing Consideration to be paid in shares of Parent Common Stock after giving effect to this Section 2.7(c)(viii)(B) shall increase the Stock Election Closing Portion. The Company’s determination of the adjustments to the Elections as described in this Section 2.7(c)(vii) and reflected in the case final Stockholder Spreadsheet delivered to Parent at the Closing shall be conclusive and binding on all parties hereto and on the Stockholders absent manifest error. (viii) Each of nominee record holdersthe PSS Parties has agreed irrevocably to make, the beneficial owner through proper instructions and documentation) (i) shall be deemed to elect to receive NB&T Common Shares have made, a Stock Election with respect to all shares of such holder’s CNC Common Shares, (ii) to elect to receive cash with respect to all of such holder’s CNC Common Shares, (iii) to elect to receive cash with respect to some of such holder’s CNC Common Shares Company Capital Stock held by any PSS Party for the Per Share Closing Consideration and to receive NB&T Common Shares with respect to such holder’s remaining CNC Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s CNC Common Shares (“No Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash Shares. Any CNC Common Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,” and any CNC Common Shares with respect to which the holder has elected to receive NB&T Common Shares are hereinafter referred to as “Stock Election Shares.” Any CNC Common Shares with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission Per Share Contingent Consideration payable to the Exchange Agent of an effective, properly completed Election Form shall be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes of the allocation provisions of Subsection (d) below, but in no event shall such shares be classified as Reallocated Stock SharesPSS Parties.

Election Procedure. No later than three business days following the Effective Time(a) Each Gloucester Shareholder will be entitled to make an 'All Bidder Shares' Election or, NB&T shall cause the Exchange Agent to mail or make available to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding CNC Common Shares (“Old Certificates”): (i) a notice and letter of transmittal, specifying that delivery shall be effected and risk of loss and title to the Old Certificates shall pass only upon proper delivery of such certificates to the Exchange Agent and advising such holder of the effectiveness of the Parent Merger and the procedure for surrendering to the Exchange Agent the Old Certificates in exchange for the consideration set forth in Section 3.01, and (ii) an election form in such form as NB&T and CNC shall mutually agree (the “Election Form”). Each Election Form shall permit the holder (or in the case of nominee record holdersa Small Shareholder, the beneficial owner through proper instructions and documentation) (i) to elect to receive NB&T Common Shares with respect to all of such holder’s CNC Common Shares, (ii) to elect to receive cash with respect to all of such holder’s CNC Common Shares, (iii) to elect to receive cash with respect to some of such holder’s CNC Common Shares and to receive NB&T Common Shares with respect to such holder’s remaining CNC Common Shares, or (iv) to indicate that such holder makes no such election with respect to such holder’s CNC Common Shares (“No Election Shares”); provided, however, that each holder of Mandatory Cash Shares shall be permitted to elect only to receive cash with respect to such holder’s Mandatory Cash Shares. Any CNC Common Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “a Small Shareholder Cash Election Shares,” (Election). All Elections will take effect in accordance with this Scheme to the extent that any Gloucester Shareholder who makes an Election qualifies as a Scheme Shareholder. (b) A Gloucester Shareholder which makes an Election may vary, withdraw or revoke that Election by lodging a replacement Election Form so that it is received on or before the Election Date. (c) An Election must be made in accordance with the terms and any CNC Common Shares with respect to which the holder has elected to receive NB&T Common Shares are hereinafter referred to as “Stock Election Shares.” Any CNC Common Shares with respect to which the holder thereof shall not, as conditions of the Election DeadlineForm and this clause 5.2, have and an Election not so made will not be a valid election for the purpose of this Scheme and will not be recognised by Bidder or Gloucester for any purpose (provided that Bidder may, with the agreement of Gloucester, waive this requirement and may, with the agreement of Gloucester, settle as it thinks fit any difficulty, matter of interpretation or dispute which may arise in connection with determining the validity of any Election, and any such decision will be conclusive and binding on Bidder, Gloucester and the relevant Scheme Shareholder). (d) Clause 5.3 will apply to any Gloucester Shareholder who makes an election by submission Election but who qualifies as a Foreign Scheme Shareholder. (e) Subject to the Exchange Agent of clause 5.2(f), if a Gloucester Shareholder makes an effective'All Bidder Shares' Election, properly completed that Election Form shall will be deemed to be No Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares for purposes apply in respect of the allocation provisions Gloucester Shareholder’s entire registered holding of Subsection Gloucester Shares at the Scheme Record Date, regardless of whether the Gloucester Shareholder’s holding of Gloucester Shares at the Scheme Record Date is greater or less than the Gloucester Shareholder’s holding at the time it made its 'All Bidder Shares' Election. (df) belowA Gloucester Shareholder who is noted on the Gloucester Share Register as holding one or more parcels of Gloucester Shares as trustee or nominee for, but or otherwise on account of, another person, may make separate Elections under this clause 5.2 in no event shall relation to each of those parcels of Gloucester Shares (subject to it providing to Bidder and Gloucester any substantiating information they reasonably require), and if it does so it will be treated as a separate Gloucester Shareholder in respect of each such shares parcel in respect of which a separate Election is made (and in respect of any balance of its holding), provided that if, at the Scheme Record Date, it holds fewer Gloucester Shares than it held at the time it made the Election, then, unless it has at the time of any sale of Gloucester Shares notified Gloucester whether the Gloucester Shares sold relate to any such separate Election (and if so which separate Election the Gloucester Shares sold relate to), it will be classified treated as Reallocated Stock Sharesnot having made a valid Election in respect of any of its Gloucester Shares (or will be treated in any other manner that Bidder and Gloucester agree is fair to the Gloucester Shareholder in all the circumstances acting reasonably and approved by the Court).

Election Procedure. No later than three business days (a) As soon as practicable following the Effective Timedate of this Agreement, NB&T Parent shall cause designate American Stock Transfer & Trust Company or another agent reasonably acceptable to Parent and the Company to act as agent (the “Exchange Agent to mail or make available to each holder Agent”) for purposes of record conducting the election procedure described in this Section 2.3 and the exchange procedure described in Section 2.4. (b) Parent shall prepare a form of a certificate or certificates election, which immediately prior form shall be subject to the Effective Time represented issued reasonable approval of the Company (the “Election Form”) and outstanding CNC Common Shares (“Old Certificates”): (i) shall contain a notice and letter of transmittal, specifying transmittal (which shall specify that delivery shall be effected effected, and risk of loss and title to the Old Certificates therefore representing shares of Company Common Stock shall pass pass, only upon proper delivery of such certificates the Certificates to the Exchange Agent and advising such holder Agent), for mailing with the Joint Proxy Statement/Prospectus. (c) The Election Form shall be mailed with the Joint Proxy Statement/ Prospectus to the record holders of shares of Company Common Stock as of the effectiveness of record date for the Parent Merger Company Stockholders Meeting. The Company shall also use its reasonable efforts to make the Election Form and the procedure for surrendering Joint Proxy Statement/Prospectus available to all Persons who become holders of shares of Company Common Stock during the Exchange Agent period between such record date and the Old Certificates in exchange for the consideration set forth in Section 3.01, and Election Deadline. (iid) an election form in such form as NB&T and CNC shall mutually agree (the “Election Form”). Each Election Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) ): (i) to elect to receive NB&T the Share Consideration for one or more shares of Company Common Shares with respect to all of Stock held by such holder’s CNC Common holder (the “Share Election Shares, ”); (ii) to elect to receive cash with respect to all the Cash Consideration for one or more shares of Company Common Stock held by such holder’s CNC Common holder (the “Cash Election Shares, ”); and (iii) to elect to receive cash with respect to some of such holder’s CNC Common Shares and to receive NB&T Common Shares with respect to such holder’s remaining CNC Common Shares, or (iv) to indicate that such holder makes no such election with respect to one or more shares of Company Common Stock held by such holder’s CNC Common Shares holder (the “No Non-Election Shares”); provided. (e) Nominee record holders who hold shares of Company Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares of Company Common Stock held by the nominee will be Share Election Shares, howeverCash Election Shares or Non-Election Shares, that each respectively. (f) If a holder of Mandatory Cash Shares shall be permitted shares of Company Common Stock either (i) does not submit a properly completed Election Form prior to elect only the Election Deadline or (ii) revokes an Election Form prior to receive cash with respect the Election Deadline and does not resubmit a properly completed Election Form prior to such holder’s Mandatory Cash Shares. Any CNC Common Shares with respect to which the holder has elected to receive cash (including Mandatory Cash Shares) are hereinafter referred to as “Cash Election Shares,” and any CNC Common Shares with respect to which the holder has elected to receive NB&T Common Shares are hereinafter referred to as “Stock Election Shares.” Any CNC Common Shares with respect to which the holder thereof shall not, as of the Election Deadline, the shares of Company Common Stock held by such stockholder shall be treated as Non-Election Shares. (g) Any election to receive the Share Consideration or the Cash Consideration shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form will be properly completed only if accompanied by Certificates duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by an election by submission appropriate guarantee of delivery of such Certificates, provided such Certificates are in fact delivered to the Exchange Agent within three (3) NYSE trading days after the date of an effective, properly completed execution of such guarantee of delivery) representing all shares of Company Common Stock covered thereby. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such written notice is actually received by the Exchange Agent prior to the Election Deadline. In addition, all Election Forms shall be deemed to be No Election Sharesautomatically revoked if this Agreement is terminated in accordance with Article VIII. Any Dissenting Certificate or Certificates representing shares of Company Common Stock relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. (h) The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent, MergerCo, the Company nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (i) By the later of (i) the Effective Time or (ii) seven (7) days after the Election Deadline, the Exchange Agent shall effect an allocation of the Share Consideration and the Cash Consideration in accordance with the Election Forms as follows: (i) If the number of Cash Election Shares times the Cash Consideration is less than the Aggregate Cash Consideration, then: (A) all Cash Election Shares shall be converted into the right to receive the Cash Consideration; (B) Non-Election Shares shall be deemed to be Cash Election Shares for purposes to the extent necessary to have the total number of Cash Election Shares times the Cash Consideration equal the Aggregate Cash Consideration. If less than all of the allocation provisions Non-Election Shares need to be treated as Cash Election Shares, in order to have the total number of Subsection Cash Election Shares times the Cash Consideration equal the Aggregate Cash Consideration, then the Exchange Agent shall select which Non-Election Shares shall be treated as Cash Election Shares in accordance with Section 2.3(j), and all remaining Non-Election Shares shall thereafter be treated as Share Election Shares; (dC) if all of the Non-Election Shares are treated as Cash Election Shares under the preceding subsection, and the total number of Cash Election Shares (including any Non-Election Shares treated as such) times the Cash Consideration remains less than the Aggregate Cash Consideration, then the Exchange Agent shall convert (on a pro rata basis as described in Section 2.3(j) below) a sufficient number of Share Election Shares into Cash Election Shares (“Reallocated Cash Shares”) such that the sum of the number of Cash Election Shares (including any Non-Election Shares treated as such) plus the number of Reallocated Cash Shares times the Cash Consideration equals the Aggregate Cash Consideration, but and all Reallocated Cash Shares will be converted into the right to receive the Cash Consideration; and (D) the Share Election Shares which are not Reallocated Cash Shares shall be converted into the right to receive the Share Consideration. (ii) If the number of Cash Election Shares times the Cash Consideration is greater than the Aggregate Cash Consideration, then: (A) all Share Election Shares and all Non-Election Shares shall be converted into the right to receive the Share Consideration; (B) the Exchange Agent shall convert (on a pro rata basis as described in no event shall such shares be classified as Section 2.3(j) below) a sufficient number of Cash Election Shares (“Reallocated Stock Shares”) such that the number of remaining Cash Election Shares times the Cash Consideration equals the Aggregate Cash Consideration, and all Reallocated Stock Shares shall be converted into the right to receive the Share Consideration; and (C) the Cash Election Shares which are not Reallocated Stock Shares shall be converted into the right to receive the Cash Consideration. (iii) If the number of Cash Election Shares times the Cash Consideration is equal to the Aggregate Cash Consideration, then Sections 2.3(i)(i) and 2.3(i)(ii) above shall not apply and all Non-Election Shares and all Share Election Shares will be converted into the right to receive the Share Consideration. (j) In the event that the Exchange Agent is required pursuant to Section 2.3(i)(i)(C) to convert some Share Election Shares into Reallocated Cash Shares, each holder of Share Election Shares shall be allocated a pro rata portion of the total Reallocated Cash Shares. In the event the Exchange Agent is required pursuant to Section 2.3(i)(ii)(B) to convert some Cash Election Shares into Reallocated Stock Shares, each holder of Cash Election Shares shall be allocated a pro rata portion of the total Reallocated Stock Shares. In the event the Exchange Agent is required pursuant to Section 2.3(i)(i)(B) or Section 2.3(i)(ii)(A) to convert some Non-Election Shares into Cash Election Shares or Share Election Shares, as the case may be, such conversion shall be allocated on a pro rata basis among Non-Election Shares.