Cash and Stock Elections. 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 certificates shall pass, only upon proper delivery of such certificates to American Stock Transfer & Trust Co. or such other designated third-party exchange agent mutually agreed upon by First Financial and HopFed (referred to when acting in such capacity as the “Exchange Agent”)) in such form as designated by First Financial and the Exchange Agent (the “Election Form”), shall be mailed along with the Prospectus/Proxy Statement (as defined in Section 3.4) to each holder of record of HopFed Common Stock as of the record date for the HopFed Shareholder Meeting. Each Election Form shall permit the holder of record of HopFed Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares of HopFed Common Stock (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares of HopFed Common Stock (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 1.5(f), no more than fifty percent (50%) of the shares of HopFed Common Stock (the “Stock Conversion Number”) shall be converted into the Stock Consideration and the remaining shares of HopFed Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the Cash Consideration (the “Cash Consideration Number”). Shares of HopFed Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of HopFed Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of HopFed Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of HopFed Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”
Cash and Stock Elections. (a) Each Person who, prior to or as of the Election Deadline, is a record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) shall be entitled to specify the number of such holder’s shares of Company Common Stock with respect to which such holder makes either a Cash Election or a Stock Election. For purposes of this Section 1.8, any reference to “shares of Company Common Stock” shall also include Net RS Shares, as applicable, mutatis mutandis.
Cash and Stock Elections. Subject to the election and allocation procedures set forth in this Section 2.7, the limitations imposed by the Cash Consideration Cap and the Stock Consideration Cap and the agreements to make Stock Elections set forth in Section 2.7(e), each record holder (or beneficial owner through appropriate and customary documentation and instructions) of shares of Company Common Stock immediately prior to the Effective Time and each holder of a Company Option that has become an Exchanged Option in accordance with Section 6.12(b) shall be entitled to:
Cash and Stock Elections. (i) Parent will prepare a form of election, which form will be subject to the reasonable approval of the Company (the "Election Form"), to be mailed by the Company to the record holders of Company Preferred Stock together with the materials soliciting the vote of those holders on the Merger (the "Mailing Date").
