Common use of Voting and Dividends Clause in Contracts

Voting and Dividends. Former shareholders of record of Bank shall not be entitled to vote after the Effective Time at any meeting of Company shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Stock for certificates representing Company Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this Agreement, each certificate theretofore representing shares of Bank Stock (other than shares to be canceled pursuant to Section 2.1 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a Warrant, and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Company Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Stock with respect to the shares of Company Stock represented thereby, until the holder of such certificate of Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Stock for which shares of Company Stock are to be issued, there shall be paid to the holder of the certificates, without interest, (i) the amount of any cash payable with respect to a fractional share of Company Stock to which such holder is entitled pursuant to Section 2.1 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company Stock."

Voting and Dividends. Former shareholders of record of Bank UNB shall not be entitled to vote after the Effective Time at any meeting of Company EWBC shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank UNB Common Stock for certificates representing Company EWBC Common Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this AgreementSection 3.04, each certificate theretofore previously representing shares of Bank UNB Common Stock (other than shares to be canceled pursuant to Section 2.1 of this AgreementDissenters’ Shares and Treasury Shares) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a WarrantEWBC Common Stock, cash and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Company EWBC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank UNB Common Stock with respect to the shares of Company EWBC Common Stock represented thereby, until the holder of such certificate of UNB Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank UNB Common Stock for which shares of Company EWBC Common Stock are to be issued, there shall be paid to the holder of the certificates, certificates without interest, (i) the amount of any cash payable with respect to a fractional share of Company EWBC Common Stock to which such holder is entitled pursuant to Section 2.1 3.03 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company EWBC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company EWBC Common Stock."

Voting and Dividends. Former shareholders of record of Bank the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of Company Parent shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Company Stock for certificates representing Company Parent Common Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this AgreementSection 3.06, each certificate theretofore representing shares of Bank Company Stock (other than shares to be canceled pursuant to Section 2.1 of this AgreementDissenters' Shares and Treasury Shares) shall from and after the Effective Time of the Merger represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a WarrantParent Common Stock, and cash in lieu of fractional sharesshares and/or cash, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time of the Merger with respect to Company Parent Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate of Bank Company Stock with respect to the shares of Company Parent Common Stock represented thereby, until the holder of such certificate of Common Company Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Company Stock for which shares of Company Parent Common Stock are to be issued, there shall be paid to the holder of the certificates, certificates without interest, (i) the amount of any cash payable with respect to a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.1 3.05 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Company Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company Parent Common Stock."

Voting and Dividends. Former shareholders of record of Bank shall not be entitled to vote after the Effective Time at any meeting of Company shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Stock for certificates representing Company Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and Section 3.4 of this Agreement, each certificate theretofore representing shares of Bank Stock (other than shares to be canceled pursuant to Section 2.1 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of cash, shares of Company Stock and a Warrant, and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Company Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Stock with respect to the shares of Company Stock represented thereby, until the holder of such certificate of Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Stock for which shares of Company Stock are to be issued, there shall be paid to the holder of the certificates, without interest, (i) the amount of any cash payable with respect to a fractional share of Company Stock to which such holder is entitled pursuant to Section 2.1 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such suh whole shares of Company Stock."

Voting and Dividends. Former shareholders of record of Bank the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of Company Placer shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Stock Certificates for certificates representing Company Placer Common Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this AgreementSection 3.04(b), each certificate theretofore representing shares of Bank Stock (other than shares to be canceled pursuant to Section 2.1 of this Agreement) Certificate shall from and after the Effective Time of the Merger represent for all purposes only the right to receive the Per Share Merger Consideration consisting of shares of Company Stock and a Warrant, and (including any cash in lieu of any fractional shares, as set forth in this Agreementshare and unpaid dividends or distributions on Placer Common Stock). No dividends or other distributions declared or made after the Effective Time with respect to Company Placer Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Stock Certificate with respect to the shares of Company Placer Common Stock represented thereby, thereby until the holder of such certificate of Common Stock Certificate shall surrender such certificateCertificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Stock Certificate for which shares of Company Placer Common Stock are to be issued, there shall be paid to the holder of the certificates, such Certificate without interest, (i) the amount of any cash payable with respect to a fractional share of Company Placer Common Stock to which such holder is entitled pursuant to Section 2.1 and 3.03, (ii) the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Company Stock, Placer Common Stock and (iiiii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to the surrender of such Certificate payable with respect to such whole shares of Company Placer Common Stock."

Voting and Dividends. Former shareholders of record of Bank the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of Company Parent shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Company Common Stock for certificates representing Company Parent Common Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this AgreementSection 3.06, each certificate theretofore representing shares of Bank Company Common Stock (other than shares to be canceled pursuant to Section 2.1 of this AgreementDissenters’ Shares and Treasury Shares) shall from and after the Effective Time of the Merger represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a WarrantParent Common Stock, and cash in lieu of fractional sharesshares and/or cash, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time of the Merger with respect to Company Parent Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate of Bank Company Common Stock with respect to the shares of Company Parent Common Stock represented thereby, until the holder of such certificate of Company Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Company Common Stock for which shares of Company Parent Common Stock are to be issued, there shall be paid to the holder of the certificates, certificates without interest, (i) the amount of any cash payable with respect to a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.1 3.05 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Company Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company Parent Common Stock."

Voting and Dividends. Former shareholders of record of Bank the Company shall not be entitled to vote after the Effective Time at any meeting of Company Parent shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Company Common Stock for certificates representing Company Parent Common Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this AgreementSection 3.06, each certificate theretofore representing shares of Bank Company Common Stock (other than shares to be canceled pursuant to Section 2.1 of this AgreementCompany Dissenters’ Shares and Treasury Shares) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a WarrantParent Common Stock, and cash in lieu of fractional shares, shares and/or cash as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Company Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Company Common Stock with respect to the shares of Company Parent Common Stock represented thereby, until the holder of such certificate of Company Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Company Common Stock for which shares of Company Parent Common Stock are to be issued, there shall be paid to the holder of the certificates, certificates without interest, (i) the amount of any cash payable with respect to a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.1 3.05 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company Parent Common Stock."

Voting and Dividends. Former shareholders of record of Bank the Company shall not be entitled to vote after the Effective Time of the Merger at any meeting of Company Parent shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Company Common Stock for certificates representing Company Parent Common Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this AgreementSection 3.04, each certificate theretofore representing shares of Bank Company Common Stock (other than shares to be canceled pursuant to Section 2.1 of this AgreementDissenters’ Shares and Treasury Shares) shall from and after the Effective Time of the Merger represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a WarrantParent Common Stock, and cash in lieu of fractional sharesshares and/or cash, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time of the Merger with respect to Company Parent Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate of Bank Company Common Stock with respect to the shares of Company Parent Common Stock represented thereby, until the holder of such certificate of Company Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Company Common Stock for which shares of Company Parent Common Stock are to be issued, there shall be paid to the holder of the certificates, certificates without interest, (i) the amount of any cash payable with respect to a fractional share of Company Parent Common Stock to which such holder is entitled pursuant to Section 2.1 3.03 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of Company Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company Parent Common Stock."

Voting and Dividends. Former shareholders of record of Bank SB shall not be entitled to vote after the Effective Time at any meeting of Company EWBC shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank SB Common Stock for certificates representing Company EWBC Common Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this AgreementSection 3.04, each certificate theretofore previously representing shares of Bank SB Common Stock (other than shares to be canceled pursuant to Section 2.1 of this AgreementDissenters’ Shares and Treasury Shares) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a WarrantEWBC Common Stock, cash and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Company EWBC Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank SB Common Stock with respect to the shares of Company EWBC Common Stock represented thereby, until the holder of such certificate of SB Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank SB Common Stock for which shares of Company EWBC Common Stock are to be issued, there shall be paid to the holder of the certificates, certificates without interest, (i) the amount of any cash payable with respect to a fractional share of Company EWBC Common Stock to which such holder is entitled pursuant to Section 2.1 3.03 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company EWBC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company EWBC Common Stock."

Voting and Dividends. Former shareholders of record of Bank shall not be entitled to vote after the Effective Time at any meeting of Company shareholders the number of whole shares of Company Stock into which their respective shares of Bank Stock are converted, until such holders have exchanged their certificates representing Bank Stock for certificates representing Company Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 of this Agreement, each certificate theretofore representing shares of Bank Stock (other than shares to be canceled pursuant to Section 2.1 of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a Warrant, and cash in lieu of fractional shares, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Company Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank Stock with respect to the shares of Company Stock represented thereby, until the holder of such certificate of Common Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Stock for which shares of Company Stock are to be issued, there shall be paid to the holder of the certificates, without interest, (i) the amount of any cash payable with respect to a fractional share of Company Stock to which such holder is entitled pursuant to Section 2.1 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender the Effective Time payable with respect to such whole shares of Company Stock."

Voting and Dividends. Former shareholders of record of Bank CU shall not be entitled to vote after the Effective Time at any meeting of Company shareholders BHI stockholders the number of whole shares of Company BHI Stock into which their respective shares of Bank CU Stock are converted, until regardless of whether such holders have exchanged their certificates representing Bank CU Stock for certificates representing Company BHI Stock in accordance with the provisions of this Agreement. Until surrendered for exchange in accordance with the provisions of Sections 2.10 and 3.4 Section 2.6 of this Agreement, each certificate theretofore representing shares of Bank CU Stock (other than shares to be canceled pursuant to Section 2.1 2.1(e) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Consideration consisting of shares of Company Stock and a WarrantBHI Stock, and cash in lieu of fractional sharesshares and/or cash, as set forth in this Agreement. No dividends or other distributions declared or made after the Effective Time with respect to Company BHI Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate of Bank CU Stock with respect to the shares of Company BHI Stock represented thereby, until the holder of such certificate of Common CU Stock shall surrender such certificate. Subject to the effect of applicable laws, following surrender of any such certificates of Bank Stock for which shares of Company BHI Stock are to be issued, there shall be paid to the holder of the certificates, without interest, (i) the amount of any cash payable with respect to a fractional share of Company BHI Stock to which such holder is entitled pursuant to Section 2.1 2.3(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company BHI Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Company BHI Stock."