Common use of Election Form Clause in Contracts

Election Form. An election form, in such form as ProCentury and Meadowbrook shall mutually agree (the “Election Form”), shall be mailed no later than the date on which the Proxy Statement is mailed to holders of ProCentury Common Shares to each holder of record of ProCentury Common Shares as of the record date for the ProCentury Shareholder Meeting. Each Election Form shall permit the holder of ProCentury Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholders, subject to the conditions set forth in Sections 3.1 and 3.2, (i) to elect to receive Meadowbrook Common Stock with respect to all of such holder’s ProCentury Common Shares as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s ProCentury Common Shares as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of Meadowbrook Common Stock with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) to indicate that such holder makes no such election with respect to such holder’s ProCentury Common Shares (a “Non-Election”). ProCentury Common Shares as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” ProCentury Common Shares as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Common Shares as to which no election has been made are referred to herein as “No-Election Shares.” Nominee record holders who hold ProCentury Common Shares on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form by the Election Deadline or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the ProCentury Common Shares held by such shareholder (unless such shares are then Dissenting Shares) shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election Deadline.

Election Form. An election form, in such form as ProCentury Camco and Meadowbrook First Place shall mutually agree (the “Election Form”), shall be mailed no later than at such time and on such date as provided in Section 2.3(a) to the date on which the Proxy Statement is mailed to holders of ProCentury Camco Common Shares to each holder Stock of record of ProCentury Common Shares as of at the record date for the ProCentury Shareholder MeetingEffective Time. Each Election Form shall permit the holder of ProCentury Camco Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholders, subject to the conditions set forth in Sections 3.1 and 3.2Section 2.1 hereof, (i) to elect to receive Meadowbrook First Place Common Stock with respect to all of such holder’s ProCentury Camco Common Shares Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s ProCentury Camco Common Shares Stock as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of Meadowbrook First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”) ), or (iv) to indicate that such holder makes no such election with respect to such holder’s ProCentury shares of Camco Common Shares Stock (a “Non-Election”). ProCentury Shares of Camco Common Shares Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” ProCentury Shares of Camco Common Shares Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Shares of Camco Common Shares Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold ProCentury Camco Common Shares Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a shareholder stockholder either (i) does not submit a properly completed Election Form by the Election Deadline (defined below), or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the ProCentury shares of Camco Common Shares Stock held by such shareholder (unless such shares are then Dissenting Shares) stockholder shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election Deadline.

Election Form. An election form, in Each holder of Common Shares will be entitled to elect with respect to all or any portion of the Common Shares held by such form as ProCentury and Meadowbrook shall mutually agree holder to have such shares converted at the Effective Time into the right to receive the Stock Election Merger Consideration (the “"Stock Election") or the Cash Election Merger Consideration (the "Cash Election"). The form for making the Stock Election and Cash Election (the "Election Form”), ") shall be mailed no later than determined by mutual agreement between Parent and the date on which the Proxy Statement is Company and shall be mailed to holders of ProCentury Common Shares to each holder of record of ProCentury Common Shares as of on the record date for the ProCentury Shareholder MeetingCommon Stockholders Meeting together with the related Prospectus/Proxy Statement (as hereinafter defined). Each To be effective, the Election Form shall permit must be properly completed, signed and submitted by the holder of ProCentury Common Shares including Restricted Stock Election Deadline (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholders, subject as hereinafter defined) to the conditions set forth in Sections 3.1 Exchange Agent (as hereinafter defined) and 3.2, (i) to elect to receive Meadowbrook Common Stock with respect to all of such holder’s ProCentury Common Shares as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s ProCentury Common Shares as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of Meadowbrook Common Stock with respect to such holder’s remaining shares (a “Mixed Election”) or (iv) to indicate that such holder makes no such election with respect to such holder’s ProCentury Common Shares (a “Non-Election”). ProCentury accompanied by the certificates representing the Common Shares as to which an Election is being made or an appropriate guarantee of delivery by a Cash commercial bank or trust company in the United States or a member of a registered national securities exchange or the National Association of Securities Dealers, Inc.). An Election has Form which is not effective shall be treated as if no election had been made (including pursuant with respect to a Mixed Election) are referred to herein as “Cash Election Shares.” ProCentury the Common Shares as to which a Stock covered by such Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Common Shares as to which no election has been made are referred to herein as “No-Election Shares.” Nominee record holders Form and any holder who hold ProCentury Common Shares on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a shareholder either (i) does not submit a properly completed an effective Election Form by shall receive the Non-Election Deadline Merger Consideration. Parent will have the discretion, which it may delegate in whole or (ii) revokes in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Election Forms. The decisions of Parent or, if delegated, of the Exchange Agent shall be conclusive and binding. Neither Parent, Merger Subsidiary nor the Exchange Agent will be under any obligation to notify any person of any defect in an Election Form prior submitted to the Election Deadline Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 4.1(a) hereof, and does not resubmit a properly completed all such computations shall be conclusive and binding on the holders of Common Shares in the absence of manifest error. Parent and the Company each shall use its best efforts to make the Election Form prior available to the Election Deadline, the ProCentury Common Shares held by such shareholder (unless such shares are then Dissenting Shares) shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons persons who become holders (or beneficial owners) of ProCentury record of Common Shares during the period between the record date for the ProCentury Shareholder Common Stockholders Meeting and 5:00 P.M., New York City time, on the third trading day preceding such meeting (the "Election Deadline"). If the date of such Common Stockholders Meeting is postponed or such meeting is adjourned without approval of the Merger, the Election DeadlineDeadline shall be postponed until 5:00 P.M., New York City time, on the tenth trading day preceding the day on which the Merger is actually approved by the shareholders of the Company. A properly completed Election Form must be received by the Exchange Agent by the Election Deadline in order to be effective. Any Election Form may be revoked but only by written notice received by the Exchange Agent prior to the Election Date.

Election Form. An election formform 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 proper delivery of such Certificates to the Exchange Agent), in such form as ProCentury NAL and Meadowbrook FNFG shall mutually agree (the “Election Form”), shall be mailed no later more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or on such other date on which as FNFG and NAL shall mutually agree (the Proxy Statement is mailed to holders of ProCentury Common Shares “Mailing Date”) to each holder of record of ProCentury NAL Common Shares Stock as of five business days prior to the record date for Mailing Date (the ProCentury Shareholder Meeting“Election Form Record Date”). Each Election Form shall permit the holder of ProCentury Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholderssuch holder, subject to the conditions allocation and election procedures set forth in Sections 3.1 and 3.2this Section 3.02, (i) to elect to receive Meadowbrook the Cash Consideration for all of the shares of NAL Common Stock with respect to all of held by such holder’s ProCentury Common Shares as hereinabove provided (a “Stock Election”, in accordance with Section 3.01(a)(1), (ii) to elect to receive cash with respect to the Stock Consideration for all of such holder’s ProCentury Common Shares as hereinabove provided (a “Cash Election”shares, in accordance with Section 3.01(a)(2), (iii) to elect to receive cash with respect to some the Stock Consideration for a certain number of such holder’s shares and the Cash Consideration for all other shares of Meadowbrook Common Stock with respect to such holder’s remaining shares (a “Mixed Election”) (all such shares together, the “Mixed Election Shares”), or (iv) to indicate that such record holder makes has no preference as to the receipt of cash or FNFG Common Stock for such shares. A holder of record of shares of NAL Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Stockholder Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of NAL Common Stock held by such Stockholder Representative for a particular beneficial owner. Any shares of NAL Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such holder’s ProCentury shares the holders thereof shall in no event receive consideration comprised of FNFG Common Shares (a “Non-Election”). ProCentury Common Stock, subject to Section 3.01(c) hereof; provided, however, that for purposes of making the proration calculations provided for in this Section 3.02, only Dissenting Shares as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “existing at the Effective Time shall be deemed Cash Election Shares.” ProCentury Common Shares as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Common Shares as to which no election has been made are referred to herein as “No-Election Shares.” Nominee record holders who hold ProCentury Common Shares on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form by the Election Deadline or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the ProCentury Common Shares held by such shareholder (unless such shares are then Dissenting Shares) shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election Deadline.

Election Form. An election form, in such form as ProCentury Franklin and Meadowbrook First Place shall mutually agree (the “"Election Form”"), shall be mailed no later than the date on which the Proxy Statement is mailed to holders of ProCentury Franklin Common Shares Stock to each holder of record of ProCentury Franklin Common Shares Stock as of the record date for the ProCentury Shareholder MeetingFranklin Stockholder Meeting (defined in Section 6.2 hereof). Each Election Form shall permit the holder of ProCentury Franklin Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholders, subject to the conditions set forth in Sections 3.1 and 3.2Section 2.1 hereof, (i) to elect to receive Meadowbrook First Place Common Stock with respect to all of such holder’s ProCentury 's Franklin Common Shares Stock as hereinabove provided (a “"Stock Election”Elecxxxx"), (iixx) to elect xx xlect to receive cash with respect to all of such holder’s ProCentury 's Franklin Common Shares Stock as hereinabove provided (a “"Cash Election”Electxxx"), (iiixxx) to elect xx xlect to receive cash with respect to some of such holder’s 's shares and shares of Meadowbrook First Place Common Stock with respect to such holder’s 's remaining shares (a “"Mixed Election”"), (iv) to elect to receive 50/50 Cash/Stock Consideration with respect to all of such holders shares of Franklin Common Stock ("50/50 Election"), or (ivv) to indicate that such holder makes no such election with respect to such holder’s ProCentury 's shares of Franklin Common Shares Stock (a “"Non-Election”"). ProCentury Shares of Franklin Common Shares Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “"Cash Election Shares.” ProCentury " Shares of Franklin Common Shares Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “"Stock Election Shares.” ProCentury " Shares of Franklin Common Shares Stock as to which no election has been made are referred to herein as “"No-Election Shares.” " Nominee record holders who hold ProCentury Franklin Common Shares Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a shareholder either (i) does not submit a properly completed Election Form by the Election Deadline or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the ProCentury Common Shares held by such shareholder (unless such shares are then Dissenting Shares) shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election Deadline.,

Election Form. An election form, in such form as ProCentury and Meadowbrook shall mutually agree (the an “Election Form”), ) shall be mailed no later than the date on which included with the Proxy Statement Statement/Prospectus that is mailed to holders of ProCentury Common Shares to each holder of record of ProCentury shares of Feather River Common Shares Stock as of the record date for the ProCentury Feather River Shareholder Meeting. Each Election Form shall permit the holder of ProCentury Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholdersholder, subject to the conditions set forth in Sections 3.1 Section 3.2(c) and 3.2Section 3.2(d), to (i) to elect to receive Meadowbrook Plumas Common Stock with respect to all of such holder’s ProCentury Feather River Common Shares as hereinabove provided Stock (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s ProCentury Feather River Common Shares as hereinabove provided Stock (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares of Feather River Common Stock and shares of Meadowbrook Plumas Common Stock with respect to such holder’s remaining shares of Feather River Common Stock (a “Mixed Election”) ), or (iv) to indicate that such holder makes no such election with respect to such holder’s ProCentury shares of Feather River Common Shares (a “Non-Election”). ProCentury Common Shares as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” ProCentury Common Shares as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Common Shares as to which no election has been made are referred to herein as “No-Election Shares.” Nominee record holders who hold ProCentury Common Shares on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election SharesStock. If a shareholder either (i) does not submit a properly completed Election Form by prior to the Election Deadline or (as defined herein), (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, or (iii) fails to perfect his, her or its right to dissent under applicable Law, the ProCentury shares of Feather River Common Shares Stock held by such shareholder (unless such shares are then Dissenting Shares) shall be designated No-“No Election Shares.” No Election Shares shall be treated as follows: (A) if Cash Consideration is Undersubscribed as contemplated in Section 3.2(d)(i), No Election Shares shall be deemed to be and automatically converted into Cash Election Shares, and (B) if Cash Consideration is Oversubscribed as contemplated in Section 3.2(d)(ii), No Election Shares shall be deemed to be and automatically converted into Stock Election Shares. Meadowbrook and ProCentury Any Dissenting Shares shall make available one or more be deemed to be Cash Election Forms Shares and, with respect to such shares, the holders thereof shall in no event be classified as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election DeadlineReallocated Stock Shares.

Election Form. An election form, in such form as ProCentury Franklin and Meadowbrook First Place shall mutually agree (the “Election Form”), shall be mailed no later than the date on which the Proxy Statement is mailed to holders of ProCentury Franklin Common Shares Stock to each holder of record of ProCentury Franklin Common Shares Stock as of the record date for the ProCentury Shareholder MeetingFranklin Stockholder Meeting (defined in Section 6.2 hereof). Each Election Form shall permit the holder of ProCentury Franklin Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholders, subject to the conditions set forth in Sections 3.1 and 3.2Section 2.1 hereof, (i) to elect to receive Meadowbrook First Place Common Stock with respect to all of such holder’s ProCentury hxxxxx’x Xxxxxxxx Common Shares Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s ProCentury hxxxxx’x Xxxxxxxx Common Shares Stock as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of Meadowbrook First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”), (iv) to elect to receive 50/50 Cash/Stock Consideration with respect to all of such holders shares of Franklin Common Stock (“50/50 Election”), or (ivv) to indicate that such holder makes no such election with respect to such holder’s ProCentury shares of Franklin Common Shares Stock (a “Non-Election”). ProCentury Shares of Franklin Common Shares Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” ProCentury Shares of Franklin Common Shares Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Shares of Franklin Common Shares Stock as to which no election has been made are referred to herein as “No-Election Shares.” Nominee record holders who hold ProCentury Franklin Common Shares Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a shareholder stockholder either (i) does not submit a properly completed Election Form by the Election Deadline Deadline, or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the ProCentury shares of Franklin Common Shares Stock held by such shareholder (unless such shares are then Dissenting Shares) stockholder shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election Deadline.

Election Form. An election form, in such form as ProCentury Northern and Meadowbrook First Place shall mutually agree (the “Election Form”), shall be mailed no later than at such time and on such date as provided in Section 2.3(a) to the date on which the Proxy Statement is mailed to holders of ProCentury Northern Common Shares to each holder Stock of record of ProCentury Common Shares as of at the record date for the ProCentury Shareholder MeetingEffective Time. Each Election Form shall permit the holder of ProCentury Northern Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholders, subject to the conditions set forth in Sections 3.1 and 3.2Section 2.1 hereof, (i) to elect to receive Meadowbrook First Place Common Stock with respect to all of such holder’s ProCentury Northern Common Shares Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s ProCentury Northern Common Shares Stock as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of Meadowbrook First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”) ), or (iv) to indicate that such holder makes no such election with respect to such holder’s ProCentury shares of Northern Common Shares Stock (a “Non-Election”). ProCentury Shares of Northern Common Shares Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” ProCentury Shares of Northern Common Shares Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Shares of Northern Common Shares Stock (x) as to which no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold ProCentury Northern Common Shares Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a shareholder stockholder either (i) does not submit a properly completed Election Form by the Election Deadline Deadline, or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the ProCentury shares of Northern Common Shares Stock held by such shareholder (unless such shares are then Dissenting Shares) stockholder shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election Deadline.