Election and Allocation Procedures. (a) Subject to the allocation and election procedures set forth in this Section 2.2, each record holder (or beneficial owner through appropriate and customary documentation and instructions) of Company Shares immediately prior to the Effective Time shall be entitled (i) to elect to receive the Merger Consideration in respect of each such Company Share entirely in cash (a “Cash Election”), (ii) to elect to receive the Merger Consideration in respect of each such Company Share entirely in Parent Shares (a “Stock Election”), or (iii) to indicate that such record holder has no preference as to the receipt of cash or Parent Shares with respect to such holder’s Company Shares (a “Non-Election”; and any Cash Election, Stock Election or Non-Election shall be referred to herein as an “Election”); provided, however, that no holder of Dissenting Shares shall be entitled to make an Election. All such Elections shall be made on a form furnished by Parent for that purpose (a “Form of Election”) and reasonably satisfactory to Company. If more than one certificate which immediately prior to the Effective Time represented outstanding Company Shares (a “Certificate”) shall be surrendered in accordance with Section 2.2(f) hereof for the account of the same holder, the number of Parent Shares, if any, to be issued to such holder in exchange for the Certificates which have been surrendered in accordance with Section 2.2(f) hereof shall be computed on the basis of the aggregate number of Company Shares represented by all of the Certificates surrendered for the account of such holder. Holders of record of Company Shares who hold such Company Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Election, provided that such nominee, trustee or representative certifies that each such Form of Election covers all Company Shares held for a particular beneficial owner.
Election and Allocation Procedures. (a) An election form (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 United Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as hereinafter defined) in such form as United and FNB shall mutually agree shall be mailed on the Mailing Date (as defined below) to each shareholder of record of United. The “Mailing Date” shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of United Stock.
Election and Allocation Procedures. (a) Subject to the allocation and election procedures set forth in this Section 3.2 and the limitation on the Cash Consideration Cap (as defined below), each record holder (or beneficial owner through appropriate and customary documentation and instructions) of Target Common Shares immediately prior to the Effective Time shall be entitled:
Election and Allocation Procedures. (a) Subject to and in accordance with the allocation and election procedures set forth herein, each record holder of a share of PSFC Common Stock (the "PSFC Shareholders") shall, prior to the Election Deadline (as hereinafter defined) specify (i) the number of whole shares of PSFC Common Stock held by such Shareholder as to which such Shareholder shall desire to receive the Cash Merger Consideration, and (ii) the number of whole shares of PSFC Common Stock held by such Shareholder as to which such Shareholder shall desire to receive the Stock Merger Consideration..
Election and Allocation Procedures. (a) Election.
Election and Allocation Procedures. (a) An election form (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 Centennial Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as hereinafter defined) in such form as Centennial and Crescent Financial Corporation shall mutually agree shall be mailed on the Mailing Date (as defined below) to each shareholder of record of Centennial. The "Mailing Date" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Centennial Stock.
Election and Allocation Procedures. (a) Election Procedures.
Election and Allocation Procedures. 8 2.3 Further Transfers of Company Common Stock....................................... 13 2.4
Election and Allocation Procedures. (a) In accordance with Section 2.1(b) hereof, if the Offer has not been consummated, an election form ("Merger Election Form" and together with the Tender Election Form, the "Election Forms") and the other materials specified in Section 2.1(b)(i)-(iv) hereof, as well as other appropriate and customary transmittal materials, in such form as Cathay and the Company shall mutually agree shall be mailed no less than thirty-five (35) days prior to the anticipated Merger Effective Time or on such other date as the Company and Cathay shall mutually agree ("Mailing Date") to each holder of record of Company Common Stock as of a date no earlier than five (5) Business Days prior to the Mailing Date ("Merger Election Form Record Date"). Cathay shall make available one or more Merger Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Company Common Stock after the Merger 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. If the Offer has been consummated, this Section 2.2 shall not apply to the Merger.
Election and Allocation Procedures. (a) An election form (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 Rowan Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent (as hereinafter defined) in such form as Rowan and FNB shall mutually agree shall be mailed on the Mailing Date (as defined below) to each shareholder of record of Rowan. The "Mailing Date" shall be the date on which proxy materials relating to the Merger are mailed to holders of shares of Rowan Stock.
