Common use of Exchange of Certificates and Cash Clause in Contracts

Exchange of Certificates and Cash. After completion of the allocation procedure set forth in Section 3.03, each holder of a certificate formerly representing Company Stock (other than Dissenters' Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof be entitled to a certificate representing Parent Common Stock and/or cash into which the shares of Company Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Parent Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such Company certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.06, each certificate representing Company Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and/or Parent Common Stock, as the case may be, upon such surrender. Parent shall not be obligated to deliver the consideration to which any former holder of Company Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of Company Stock for exchange as provided in this Article 3. If any certificate for shares of Company Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. After completion of the allocation procedure set forth in Section 3.032.3, each holder of a certificate formerly representing Company CU Stock (other than Dissenters' Shares or Treasury Dissenting Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof thereof, be entitled to a certificate representing Parent Common BHI Stock and/or cash into which the shares of Company Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Parent Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such Company CU certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.062.6, each certificate representing Company CU Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and/or Parent Common BHI Stock, as the case may be, upon such surrender. Parent BHI shall not be obligated to deliver the consideration to which any former holder of Company CU Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of Company CU Stock (or customary affidavits and indemnification regarding the loss or destruction of such certificate) for exchange as provided in this Article 3Section 2.6. If any certificate for shares of Company BHI Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person Person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. After completion of the allocation procedure set forth in Section 3.03, each Each holder of a certificate formerly representing Company UNB Common Stock (other than Dissenters' ’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials included in or required by the Election Formmaterials, to the Exchange Agent shall, upon acceptance thereof thereof, be entitled to a certificate representing Parent EWBC Common Stock and/or and cash into which the shares of Company UNB Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Parent EWBC Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such Company UNB certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.063.04, each certificate representing Company UNB Common Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and/or Parent and EWBC Common Stock, as the case may be, Stock upon such surrender. Parent EWBC shall not be obligated to deliver the consideration to which any former holder of Company UNB Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of Company UNB Common Stock for exchange as provided in this Article 3herein. If any certificate for shares of Company UNB Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. After completion of the allocation procedure set forth in Section 3.03, each holder of a certificate formerly representing shares of Company Common Stock (other than Dissenters' ’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof thereof, be entitled to a certificate representing Parent Common Stock and/or cash into which the shares of Company Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Parent Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such certificate representing shares of Company certificate Common Stock upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.06, each certificate representing shares of Company Common Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and/or Parent Common Stock, as the case may be, upon such surrender. Parent shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of Company Common Stock for exchange as provided in this Article 3III. If any certificate for shares of Company Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. After completion of the allocation procedure set forth in Section 3.03, each Each holder of a certificate formerly representing Company SB Common Stock (other than Dissenters' ’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials included in or required by the Election Formmaterials, to the Exchange Agent shall, upon acceptance thereof thereof, be entitled to a certificate representing Parent EWBC Common Stock and/or and cash into which the shares of Company SB Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Parent EWBC Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such Company SB certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect cause an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.063.04, each certificate representing Company SB Common Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and/or Parent and EWBC Common Stock, as the case may be, Stock upon such surrender. Parent EWBC shall not be obligated to deliver the consideration to which any former holder of Company SB Common Stock is entitled as a result of the Merger until such holder surrenders his a certificate or certificates representing such shares of Company SB Common Stock for exchange as provided in this Article 3herein. If any certificate for shares of Company SB Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.

Exchange of Certificates and Cash. After completion of the allocation procedure set forth in Section 3.03, each holder of a certificate formerly representing shares of Company Common Stock (other than Company Dissenters' ’ Shares or Treasury Shares) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), together with duly executed transmittal materials included in or required by the Election Form, to the Exchange Agent shall, upon acceptance thereof thereof, be entitled to a certificate representing Parent Common Stock and/or cash into which the shares of Company Common Stock shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Parent Common Stock to which such holder would otherwise be entitled. The Exchange Agent shall accept such certificate representing shares of Company certificate Common Stock upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.06, each certificate representing shares of Company Common Stock shall be deemed from and after the Effective Time of the Merger to evidence only the right to receive cash and/or Parent Common Stock, as the case may be, upon such surrender. Parent shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing such shares of Company Common Stock for exchange as provided in this Article 3III. If any certificate for shares of Company Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable.