Common use of Effective Election Clause in Contracts

Effective Election. Any election to receive Meadowbrook Common Stock or cash shall have been properly made only if LaSalle Bank National Association, which will act as the exchange agent for purposes of conducting the election procedure and the exchange procedure described in this Section 3.2 and Section 3.3 (the “Exchange Agent”), shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person submitting such Election Form to the Exchange Agent (or any other Person to whom the subject ProCentury Common Shares are subsequently transferred) by written notice to the Exchange Agent only if such written notice is actually received by the Exchange Agent at or prior to the Election Deadline. The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received, 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 Meadowbrook, Merger Sub, ProCentury nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form.

Effective Election. Any election to receive Meadowbrook First Place Common Stock or cash shall have been properly made only if LaSalle Bank National Association, which will the agent designated by First Place to act as the exchange agent for purposes of conducting the election procedure and the exchange procedure described in this Section 3.2 2.2 and Section 3.3 2.3 hereof (the “Exchange Agent”), ) shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent (or any other Person person to whom the subject ProCentury shares of Camco Common Shares Stock are subsequently transferred) by written notice to the Exchange Agent only if such written notice is actually received by the Exchange Agent at or prior to the Election Deadline. The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received, 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 MeadowbrookFirst Place, Merger Sub, ProCentury Camco nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form.

Effective Election. Any election to receive Meadowbrook First Place Common Stock or cash shall have been properly made only if LaSalle Bank National Association, which will the agent designated by First Place to act as the exchange agent for purposes of conducting the election procedure and the exchange procedure described in this Section 3.2 2.2 and Section 3.3 2.3 hereof (the “Exchange Agent”), ) shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent (or any other Person person to whom the subject ProCentury shares of Franklin Common Shares Stock are subsequently transferred) by written notice to the Exchange Agent only if such written notice is actually received by the Exchange Agent at or prior to the Election Deadline. The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received, 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 MeadowbrookFirst Place, Merger Sub, ProCentury Franklin nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form.

Effective Election. Any election to receive Meadowbrook First Place Common Stock or cash shall have been properly made only if LaSalle Bank National Association, which will the agent designated by First Place to act as the exchange agent for purposes of conducting the election procedure and the exchange procedure described in this Section 3.2 2.2 and Section 3.3 2.3 hereof (the “"Exchange Agent”), ") shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or changed by the Person person submitting such Election Form to the Exchange Agent (or any other Person person to whom the subject ProCentury shares of Franklin Common Shares Stock are subsequently transferred) by written notice to the Exchange Agent only if such written notice is actually received by the Exchange Agent at or prior to the Election Deadline. The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received, 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 MeadowbrookFirst Place, Merger Sub, ProCentury Franklin nor the Exchange Agent shall be under any obligation to notify any Person person of any defect in an Election Form.