Company Common Stock Elections. (a) Each person who, on or prior to the Election Date referred to in (c) below, is a record holder of shares of Company Common Stock will be entitled, with respect to all or any portion of his shares, to make an unconditional election (a "Non-Cash Election") on or prior to such Election Date to retain Non-Cash Election Shares, on the basis hereinafter set forth.
Company Common Stock Elections. (a) Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be cancelled as set forth in Section 2.2(c) or of Dissenting Shares, or as provided in Section 2.2(d)) shall have the right to submit an Election Form (as defined in Section 2.3(c)) specifying that such person desires to have all of the shares of Company Common Stock owned by such person converted into the right to receive either (i) the Standard Consideration (a "Standard Election") (ii) the Stock Consideration (a "Stock Election"), or (iii) the Cash Consideration (a "Cash Election"). (b) Promptly after the Allocation Determination (as defined in Section 2.3(d)), (i) the Purchaser shall deposit (or cause to be deposited) with a bank or trust company to be designated by the Purchaser and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 2, cash in an amount sufficient to pay the aggregate cash portion of the Merger Consideration pursuant to Section 2.2(a) and (ii) the Purchaser shall deposit (or cause to be deposited) with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, certificates representing the shares of Purchaser Common Stock ("Purchaser Certificates") for exchange in accordance with this Article 2 (the cash and certificates deposited pursuant to clauses (i) and (ii) being hereinafter referred to as the "Exchange Fund"). (c) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock which (i) are cancelled pursuant to Section 2.2(c), (ii) are Dissenting Shares or (iii) are exchanged in the Recapitalization) (A) a letter of transmittal (the "Company Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of such Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Purchaser shall specify), (B) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, and (C) an election form (the "Ele...
Company Common Stock Elections. (a) Subject to Sections 2.3 and 2.5(e), each person who, on or prior to the Election Date referred to in (c) below, is a record holder of shares of Company Common Stock (and remains a record holder of such stock until the Effective Time) will be entitled, with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election" or a "Class A Election," as the case may be) on or prior to such Election Date to receive the Cash Election Price or the Class A Exchange Ratio, on the basis hereinafter set forth.
Company Common Stock Elections. (a) Subject to Sections 2.3 and 2.5(e), each person who, on or prior to the Election Date referred to in (c) below, is a record holder of shares of Company Common Stock (and remains a record holder of such stock until the Effective Time) will be entitled, with respect to all or any portion of his shares, to make an unconditional election (a "Cash Election," a "Parent Class A Election," or a "Parent Class B Election" as the case may be) on or prior to such Election Date to receive the Cash Election Price, the Parent Class A Exchange Ratio, or the Parent Class B Exchange Ratio, respectively, on the basis hereinafter set forth.
Company Common Stock Elections. Each holder of shares of Company Common Stock (other than holders of shares to be canceled as set forth in Section 1.5(b)) shall have the right to submit a request specifying the number of shares of Company Common Stock which such holder desires to have converted into the right to receive either (i) the Cash Consideration or (ii) the Stock Consideration in accordance with the following procedures: (a) Each holder of shares of Company Common Stock may specify in a request made in accordance with the provisions of this Section 1.6 (an "Election") (i) the number of such shares which such holder desires to have converted into the right to receive the Cash Consideration in the Merger (a "Cash Election") and (ii) the number of such shares which such holder desires to have converted into the Stock Consideration in the Merger (a "Stock Election"). Each holder of shares of Company Common Stock may specify, by completion of the box provided therefor on the Form of Election (as defined in subsection (c) below), that (x) in the event the Average Price is less than $50.00, such share of Company Common Stock shall be converted into the right to receive the Cash Consideration, notwithstanding such holder's Stock Election, and (y) in the event the Average Price is greater than $75.00, such share of Company Common Stock shall be converted into the right to receive the Stock A-3 4 Consideration, notwithstanding such holder's Cash Election. Each share of Company Common Stock as to which no Election is in effect at the Election Record Date (as defined in Section 1.6(e)) or for which an Election has been made but has been revoked or withdrawn or is otherwise no longer effective shall be called a "Non-Electing Share." Subject to Section 1.7, the Non-Electing Shares of each holder of shares of Company Common Stock shall be treated for purposes of this Agreement as if such shares were covered by a Stock Election. (b) Parent shall authorize Parent's Transfer Agent or such other person as shall be reasonably acceptable to the Company to receive Elections and to act as Exchange Agent hereunder (the "Exchange Agent"). (c) Parent shall prepare, for use by stockholders of the Company in surrendering Certificates, a form (the "Form of Election") pursuant to which each holder of Company Common Stock may make Elections. The Form of Election shall be mailed to stockholders of record of the Company on the earliest practicable date on or after the latest to occur of (i) the expiration or ter...
Company Common Stock Elections. Subject to Sections 1.5, 1.7 ------------------------------ ------------ --- and 1.8, each holder of shares of Company Common Stock (other than holders of --- shares to be canceled as set forth in Section 1.5(b)) will have the right to --------------- submit a request specifying the number of shares of Company Common Stock which such holder desires to have converted into the right to receive either Stock Consideration or a combination of Stock Consideration and Cash Consideration in accordance with the following procedures:
Company Common Stock Elections. (a) Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be cancelled as set forth in Section 2.2(c) or of Dissenting Shares, or as provided in Section 2.2(d)) shall have the right to submit an Election Form (as defined in Section 2.3(c)) specifying that such person desires to have all of the shares of Company Common Stock owned by such person converted into the right to receive either (i) the Standard Consideration (a "Standard Election") (ii) the Stock Consideration (a "Stock Election"), or (iii) the Cash Consideration (a "Cash Election").
Company Common Stock Elections. (a) Each holder who, on or prior to the Election Date referred to in Section 2.2(c) below, is a record holder of shares of Company Common Stock will be entitled, with respect to all or any portion of its shares, to make an unconditional election (a "Retention Election") on or prior to the Election Date (as defined in Section 2.2(c)) to retain Retained Shares (subject to Section 2.3), on the basis hereinafter set forth.
Company Common Stock Elections. (a) Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be cancelled as set forth in Section 4.4(c) or Dissenting Shares) shall have the right to submit an Election Form (as defined in Section 4.5(c)) specifying the number of shares of Company Common Stock that such person desires to have converted into the right to receive Holding Company Common Stock and cash pursuant to the Standard Election, the number of shares of Company Common Stock that such person desires to have converted into the right to receive Holding Company Common Stock pursuant to the Stock Election, and the number of shares of Company Common Stock that such person desires to have converted into the right to receive cash (a "Cash Election"). A-5
Company Common Stock Elections. (a) Each holder who, on or prior to the Election Date referred to in Section 1.7(c) below, is a record holder of shares of Company Common Stock will be entitled, with respect to all or any portion of its shares, to make an unconditional election (a "Retention Election") on or prior to the Election Date (as defined in Section 1.7(c)) to retain Retained Shares (subject to Section 1.8), on the basis hereinafter set forth, provided that, within 45 days after the date hereof, Merger Sub shall use its reasonable best efforts to convert the Merger into an all cash merger pursuant to which all shares of Company Common Stock will be converted only into the right to receive the Cash Election Price in cash following the Merger (a "Conversion Decision"); provided that the foregoing shall not require Merger Sub or Parent or any of their affiliated entities to agree to any terms or provisions in connection therewith which it or they find unacceptable. Upon making a Conversion Decision, Merger Sub shall provide written notice thereof to the Company. In connection with such Conversion Decision, Parent and Persons affiliated or related to Parent shall continue to hold in the aggregate at least 75% of the capital stock of Merger Sub. In the event that Merger Sub makes a Conversion Decision, Sections 1.6(c)(i), 1.7(c), 1.7(d), 1.7(e), 1.8, 1.9(c) and 1.9(e) hereof and all references herein to the Form S-4 (as defined in Section 2.8) and any obligations in connection therewith shall be deemed eliminated and have no effect, and there shall be no Form of Election and no Retained Shares.
