Common use of Election and Proration Procedures Clause in Contracts

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Buyer and the Company shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) days prior to the anticipated Effective Time or on such other date as the Company and Buyer shall mutually agree (“Mailing Date”) to each holder of record of Company Capital Stock as of five (5) business days prior to the Mailing Date (“Election Form Record Date”). Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Stock after the Election Form Record Date and prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Stock, or (iii) a specified number of shares of Buyer Common Stock with respect to some of such holder’s Company Capital Stock (a “Combination Stock Election”) and cash with respect to the remainder of such holder’s Company Capital Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates certificates to the Exchange Agent) in such form as Buyer Company and the Company Seller shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) 35 days prior to the anticipated Effective Time or on such other date as the Seller and Company and Buyer shall mutually agree (“Mailing Date”) to each holder of record of Company Capital Seller Stock as of five (5) business days Business Days prior to the Mailing Date (“Election Form Record Date”). Buyer Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Seller Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined below), and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Company Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Seller Stock, or (iii) a specified number of shares of Buyer Common Seller Stock with respect to some of such holder’s receive Company Capital Stock (a “Combination Stock Election”) and a specified number of shares of Seller Stock to receive cash with respect to the remainder of such holder’s Company Capital Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass pass, only upon proper delivery of such Certificates to the Exchange Agent) Agent in such form as Buyer Parent and the Company AHB shall mutually agree (the “Election Form”) shall be mailed by or on behalf of Parent no less than thirty-five (35) 40 days prior to the anticipated Effective Time of the Merger, as jointly determined by Parent and AHB, or on such other date as the Company Parent and Buyer AHB shall mutually agree (the “Mailing Date”) to each holder of record of Company Capital AHB Common Stock as of five (5) the close of business days on the fifth business day prior to the Mailing Date mailing date (the “Election Form Record Date”). Buyer Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term “beneficial owner” and “beneficial ownership” for purposes of Company Capital this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of AHB Common Stock after the Election Form Record Date and prior to the Election Deadline, and the Company AHB shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) instructions to elect (an “Election”) to receive either (i) Buyer Parent Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital AHB Common Stock, or (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital AHB Common Stock, or (iii) Parent Common Stock for a specified number of shares of Buyer AHB Common Stock with respect to some of such holder’s Company Capital Stock (a “Combination Stock Election”) and cash with respect to for the remainder remaining number of shares of AHB Common Stock held by such holder’s Company Capital Stock holder (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital AHB Common Stock (other than Dissenting Shares) Shares and shares held in AHB’s treasury, with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) 2.6.1 An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Buyer Company and the Company Seller shall mutually agree (“Election Form”) shall be mailed no less more than thirty-five twenty (3520) days prior to after the anticipated Effective Time or on such other date as the Seller and Company and Buyer shall mutually agree (“Mailing Date”) to each holder of record of Company Capital Seller Common Stock as of five (5) business days prior to the Mailing Date Effective Time (“Election Form Record Date”). Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Stock after the Election Form Record Date and prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Company Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Seller Common Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Seller Common Stock, or (iii) a specified number of shares of Buyer Seller Common Stock with respect to some of such holder’s receive Company Capital Common Stock (a “Combination Stock Election”) and a specified number of shares of Seller Common Stock to receive cash with respect to the remainder of such holder’s Company Capital Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital Seller Common Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, Agent an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Fidelity Stock shall pass pass, only upon proper delivery of such Certificates certificates to the Exchange Agent) Agent in such form as Buyer HFC and the Company Fidelity shall mutually agree agree) (“"Election Form”") shall be mailed by or on behalf of HFC no less than thirty-five (35) days prior to the anticipated Effective Time of the Holding Company Merger, as jointly determined by HFC and Fidelity, or on such other date as the Company HFC and Buyer Fidelity shall mutually agree (“"Mailing Date”") to each holder of record of Fidelity Stock and holder of record of the Fidelity Senior Notes who has submitted to Fidelity and the Exchange Agent a written irrevocable election to convert in full the Fidelity Senior Note held by such person into shares of Fidelity Stock prior to the Effective Time of the Holding Company Capital Stock Merger as of five (5) business days Business Days prior to the Mailing Date (“"Election Form Record Date”"). Buyer HFC shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term "beneficial owner" and "beneficial ownership" for purposes of Company Capital this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of Fidelity Stock after the Election Form Record Date and prior to the Election Deadline, and the Company Fidelity shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Buyer Common HFC Stock (a “"Stock Election”") with respect to all of such holder’s Company Capital 's Fidelity Stock, or (ii) cash (a “"Cash Election”") with respect to all of such holder’s Company Capital 's Fidelity Stock, or (iii) HFC Stock for a specified number of shares of Buyer Common Stock with respect to some of such holder’s Company Capital Fidelity Stock (a “"Combination Stock Election”") and cash with respect to for the remainder remaining number of shares of Fidelity Stock held by such holder’s Company Capital Stock holder (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Company Capital Fidelity Stock (and Fidelity Stock into which the Fidelity Notes will be converted, other than Dissenting Shares and Treasury Shares) , with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) An In accordance with Section 2.1(b), an election form (“Election Form”) and the other materials specified in Section 2.1(b)(i)-(iv), as well as other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedmaterials, and risk of loss and title to the Certificates shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Buyer and the Company shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) days prior to the anticipated Effective Time or on such other date as the Company and Buyer shall mutually agree (“Mailing Date”) to each holder of record of Company Capital Stock as of five (5) business days prior to the Mailing Date (“Election Form Record Date”). Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Stock after the Election Form Record Date and prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Stock, or (iii) a specified number of shares of Buyer Common Stock with respect to some a percentage of such holder’s Company Capital Stock (a “Combination Stock Election”) and cash with respect to the remainder of such holder’s Company Capital Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, Agent an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Slippery Rock Common Stock shall pass pass, only upon proper delivery of such Certificates certificates to the Exchange Agent) Agent in such form as Buyer Parent and the Company Slippery Rock shall mutually agree agree) (“"Election Form”") shall be mailed by or on behalf of Parent no less than thirty-five (35) days prior to the anticipated Effective Time of the Merger, as jointly determined by Parent and Slippery Rock, or on such other date as the Company Parent and Buyer Slippery Rock shall mutually agree (“"Mailing Date”") to each holder of record of Company Capital Stock as of five (5) business days prior to the Mailing Date (“Election Form Record Date”)Slippery Rock Common Stock. Buyer Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term "beneficial owner" and "beneficial ownership" for purposes of Company Capital this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of Slippery Rock Common Stock after the Election Form Record Date and prior to the Election Deadline, and the Company Slippery Rock shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Buyer Parent Common Stock (a “"Stock Election”") with respect to all of such holder’s Company Capital 's Slippery Rock Common Stock, or (ii) cash (a “"Cash Election”") with respect to all of such holder’s Company Capital 's Slippery Rock Common Stock, or (iii) Parent Common Stock for a specified number of shares of Buyer Slippery Rock Common Stock with respect to some of such holder’s Company Capital Stock (a “"Combination Stock Election”") and cash with respect to for the remainder remaining number of shares of Slippery Rock Common Stock held by such holder’s Company Capital Stock holder (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Company Capital Slippery Rock Common Stock (other than Dissenting Shares and Treasury Shares) , with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) An In accordance with Section 2.1(b), an election form (“Election Form”) and the other materials specified in Section 2.1(b)(i)-(iv), as well as other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedmaterials, and risk of loss and title to the Certificates shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Buyer and the Company shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) days prior to the anticipated Effective Time or on such other date as the Company and Buyer shall mutually agree (“Mailing Date”) to each holder of record of Company Capital Common Stock as of five (5) business days prior to the Mailing Date (“Election Form Record Date”). Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Common Stock after the Election Form Record Date and prior to the Election Deadline, and the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Common Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Common Stock, or (iii) Buyer Common Stock with respect to a specified number of shares of Buyer Common Stock with respect to some of such holder’s Company Capital Common Stock (a “Combination Stock Election”) and cash with respect to the remainder of such holder’s Company Capital Common Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital Common Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Buyer Company and the Company Seller shall mutually agree (“Election Form”) shall be mailed no less than thirty-five (35) 35 days prior to the anticipated Effective Time or on such other date as the Seller and Company and Buyer shall mutually agree (“Mailing Date”) to each holder of record of Company Capital Seller Stock as of five (5) business days Business Days prior to the Mailing Date (“Election Form Record Date”). Buyer Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Seller Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined below), and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Company Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Seller Stock, or (iii) a specified number of shares of Buyer Common Seller Stock with respect to some of such holder’s receive Company Capital Stock (a “Combination Stock Election”) and a specified number of shares of Seller Stock to receive cash with respect to the remainder of such holder’s Company Capital Stock (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital Seller Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (materials, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of IRGB Common Stock shall pass pass, only upon proper delivery of such Certificates to the Registrar and Transfer Company (the “Exchange Agent”) in such form as Buyer and the Company FNB shall mutually agree determine (“Election Form”) shall be mailed by or on behalf of FNB no less than thirty-five (35) 40 days prior to the anticipated Effective Time or on such other date of the Merger, as the Company jointly determined by FNB and Buyer shall mutually agree IRGB (“Mailing Date”) to each holder of record of Company Capital IRGB Common Stock as of five (5) the close of business days on the fifth business day prior to the Mailing Date mailing date (the “Election Form Record Date”). Buyer FNB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term “beneficial owner” and “beneficial ownership” for purposes of Company Capital this Agreement shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) of IRGB Common Stock after the Election Form Record Date and prior to the Election Deadline, and the Company IRGB shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) instructions to elect (an “Election”) to receive either (i) Buyer FNB Common Stock (a “Stock Election”) with respect to all of such holder’s Company Capital IRGB Common Stock, or (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital IRGB Common Stock, or (iii) FNB Common Stock for a specified number of shares of Buyer IRGB Common Stock with respect to some of such holder’s Company Capital Stock (a “Combination Stock Election”) and cash with respect to for the remainder remaining number of shares of IRGB Common Stock held by such holder’s Company Capital Stock holder (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital IRGB Common Stock (other than Dissenting Shares) Shares and Treasury Shares with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates certificates to the Exchange Agent) in such form as Buyer Company and the Company Seller shall mutually agree (“"Election Form”") shall be mailed no less than thirty-five (35) days prior to as soon as reasonably practicable after the anticipated Effective Time or on such other date as the Company and Buyer shall mutually agree (“"Mailing Date”") to each holder of record of Company Capital Seller Stock as of five the Effective Time (5) business days prior to the Mailing Date (“"Election Form Record Date”"). Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Stock after the Election Form Record Date and prior to the Election Deadline, and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Buyer Common Company Stock (a “"Stock Election”") with respect to all of such holder’s Company Capital 's Seller Stock, (ii) cash (a “"Cash Election”") with respect to all of such holder’s Company Capital 's Seller Stock, or (iii) a specified number of shares of Buyer Common Seller Stock with respect to some of such holder’s receive Company Capital Stock (a “"Combination Stock Election”") and a specified number of shares of Seller Stock to receive cash with respect to the remainder of such holder’s Company Capital Stock (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Company Capital Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Buyer Company and the Company Seller shall mutually agree (“"Election Form”") shall be mailed no less than thirty-five (35) 35 days prior to the anticipated Effective Time or on such other date as the Seller and Company and Buyer shall mutually agree (“"Mailing Date”") to each holder of record of Company Capital Seller Stock as of five (5) business days Business Days prior to the Mailing Date (“"Election Form Record Date”"). Buyer Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Seller Stock after the Election Form Record Date and prior to the Election DeadlineDeadline (as defined below), and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Buyer Common Company Stock (a “"Stock Election”") with respect to all of such holder’s Company Capital 's Seller Stock, (ii) cash (a “"Cash Election”") with respect to all of such holder’s Company Capital 's Seller Stock, or (iii) a specified number of shares of Buyer Common Seller Stock with respect to some of such holder’s receive Company Capital Stock (a “"Combination Stock Election”") and a specified number of shares of Seller Stock to receive cash with respect to the remainder of such holder’s Company Capital Stock (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Company Capital Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing Seller Stock shall pass only upon delivery of such Certificates to the Exchange Agent) in such form as Buyer Center and the Company Seller shall mutually agree (“Election Form”) shall be mailed by the Exchange Agent no less than thirty-five (355) days prior to Business Days after the anticipated Effective Time or on such other date as Day (the Company and Buyer shall mutually agree (“Election Form Mailing Date”) to each holder of record of Company Capital Seller Stock as of five (5) business days prior to the Mailing Date (“Election Form Record Date”)Effective Day. Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Capital Stock after the Election Form Record Date and prior to the Election Deadline, and the Company Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Buyer Common Center Stock (a “Stock Election”) with respect to all of such holder’s Company Capital Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Company Capital Seller Stock, or (iii) a specified number of shares of Buyer Common Center Stock with in respect to of some of such holder’s Company Capital Stock Seller Shares (a “Combination Stock Election”) and a specified amount of cash with in respect to the remainder of such holder’s Company Capital Stock remaining Seller Shares (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Company Capital Seller Stock (other than Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.