Common use of Cash Election Procedure Clause in Contracts

Cash Election Procedure. (i) The Parent and the Company will each use its reasonable best efforts to cause a Form of Election to be mailed not less than thirty (30) days prior to the anticipated Effective Time to all holders of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting (as hereinafter defined) and to all persons who become holders of Company Common Stock during the period between the record date for the Company Stockholders Meeting and 5:00 p.m., New York time, on the date seven calendar days prior to the anticipated Effective Time and to make the Form of Election available to all persons who become holders of Company Common Stock subsequent to such time. Elections will be made by holders of Company Common Stock by mailing to the Exchange Agent a Form of Election. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by each Representative for a particular beneficial owner. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent and accompanied by the certificates representing the shares of Company Common Stock as to which the election is being made (or by an appropriate guarantee of delivery of such certificates as set forth in such Form of Election from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD") or a bank, trust company, credit union, savings association, broker, dealer or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the NYSE Medallion Signature Guaranty Program or the Stock Exchange Medallion Program). The Parent will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of the Parent (or the Exchange Agent) in such matters will be conclusive and binding. Neither the Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent will also make computations contemplated by this Section 1.6 and all such computations will be conclusive and binding on the holders of Company Common Stock. (ii) For the purposes hereof, a holder of Company Common Stock who does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (as defined herein) will be deemed to have made a Non-Election. If the Parent or the Exchange Agent determine that any purported Cash Election or Stock Election was not properly made, such purported Cash Election or Stock Election will be deemed to be of no force and effect and the stockholder making such purported election will for purposes hereof be deemed to have made a Non-Election. (iii) A Form of Election must be received by the Exchange Agent by the close of business on the last business day prior to the Effective Time (the "Election Deadline") in order to be effective. All elections may be revoked until the Election Deadline in writing by holders submitting the Forms of Election.

Cash Election Procedure. Each holder (ior beneficial owner through appropriate and customary documentation and instructions) The Parent of outstanding Suites Common Shares shall have the right to submit a request specifying that such holder desires all such holder's Suites Common Shares to be converted into the right to receive Cash Consideration in the Merger instead of the Stock Consideration in accordance with the following procedure: (a) Subject to Section 2.3, each such holder of Suites Common Shares may specify in a request made in accordance with the provisions of this Section 2.2 that all such holder's Suites Common Shares be converted into the right to receive the Cash Consideration in the Merger (a "Cash Election"). (b) An election form and other appropriate and customary transmittal materials in such form as the Company will each use its reasonable best efforts to cause a Form of and Suites shall mutually agree (the "Election to Form") shall be mailed not less than thirty (30) days prior to the anticipated Effective Time or on such other date as the Company and Suites shall mutually agree (the "Mailing Date") to all holders each holder of record of shares of Company Suites Common Stock as of Shares not more than five business days prior to the record date for Mailing Date. (c) Any Cash Election shall have been made properly only if the Company Stockholders Meeting (as hereinafter defined) and to all persons who become holders of Company Common Stock during the period between the record date for the Company Stockholders Meeting and Exchange Agent shall have received, by 5:00 p.m., New York time, p.m. local time at its principal office on the date seven calendar days second business day prior to the anticipated Effective Time and to make the Form of Election available to all persons who become holders of Company Common Stock subsequent to such time. Elections will be made by holders of Company Common Stock by mailing to the Exchange Agent a Form of Election. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by each Representative for a particular beneficial owner. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent and accompanied by the certificates representing the shares of Company Common Stock as to which the election is being made (or by such other time and date as the Company and Suites shall mutually agree) (the "Election Deadline"), an appropriate guarantee of delivery of such certificates as set forth in such Election Form of Election from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD") or a bank, trust company, credit union, savings association, broker, dealer or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the NYSE Medallion Signature Guaranty Program or the Stock Exchange Medallion Program). The Parent will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed completed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of the Parent (or the Exchange Agent) in such matters will be conclusive and binding. Neither the Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent will also make computations contemplated by this Section 1.6 and all such computations will be conclusive and binding on the holders of Company Common Stocksigned. (iid) For the purposes hereof, a Any holder of Company Suites Common Stock who does not submit a Form of Shares may at any time prior to the Election which is Deadline revoke or change his or her Cash Election by written notice received by the Exchange Agent prior to the Election Deadline (as defined herein) will accompanied by a properly completed and signed, revised Election Form. All Cash Elections shall be deemed to have made a Non-Election. If the Parent or revoked automatically if the Exchange Agent is notified in writing by the Company or Suites that this Agreement has been terminated. The Exchange Agent shall have reasonable discretion to determine that whether any purported Cash election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election or Stock Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. The Exchange Agent shall be under no obligation to notify any person of any defect in an Election was not properly made, such purported Cash Election or Stock Election will be deemed to be of no force and effect and the stockholder making such purported election will for purposes hereof be deemed to have made a Non-ElectionForm. (iiie) A Form of Within two business days after the Election must be received by Deadline, unless the Exchange Agent by the close of business on the last Effective Time has not yet occurred, in which case within one business day prior to the Effective Time Time, the Company shall cause the Exchange Agent to effect the allocation among the holders of Suites Common Stock of rights to receive Cash Consideration in the Merger in accordance with Sections 2.3 and 2.4. (f) Holders of Suites Common Shares not properly making a Cash Election shall only receive the "Election Deadline") in order to be effective. All elections may be revoked until the Election Deadline in writing by holders submitting the Forms of ElectionStock Consideration.

Cash Election Procedure. (i) The Parent Buyer and the Company Seller will each use its reasonable best efforts to cause a Form of Election to be mailed not less than thirty (30) days prior to the anticipated Effective Time to all holders of record of shares of Company Seller Common Stock as of the record date for the Company Stockholders Seller Stockholders' Meeting (as hereinafter defined) and to all persons who become holders of Company Seller Common Stock during the period between the record date for the Company Stockholders Seller Stockholders' Meeting and 5:00 p.m., New York time, on the date seven calendar days prior to the anticipated Effective Time and to make the Form of Election available to all persons who become holders of Company Seller Common Stock subsequent to such time. Elections will be made by holders of Company Seller Common Stock by mailing to the Exchange Agent a Form of Election. Holders of record of shares of Company Seller Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Seller Common Stock held by each Representative for a particular beneficial owner. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent and accompanied by the certificates representing the shares of Company Seller Common Stock as to which the election is being made (or by an appropriate guarantee of delivery of such certificates as set forth in such Form of Election from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD") or a bank, trust company, credit union, savings association, broker, dealer or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the NYSE Medallion Signature Guaranty Program or the Stock Exchange Medallion Program). The Parent Buyer will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of the Parent Buyer (or the Exchange Agent) in such matters will be conclusive and binding. Neither the Parent Buyer nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent will also make computations contemplated by this Section 1.6 and all such computations will be conclusive and binding on the holders of Company Seller Common Stock. (ii) For the purposes hereof, a holder of Company Seller Common Stock who does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (as defined herein) will be deemed to have made a Non-Election. If the Parent Buyer or the Exchange Agent determine that any purported Cash Election or Stock Election was not properly made, such purported Cash Election or Stock Election will be deemed to be of no force and effect and the stockholder making such purported election will for purposes hereof be deemed to have made a Non-Election. (iii) A Form of Election must be received by the Exchange Agent by the close of business on the last business day prior to the Effective Time (the "Election Deadline") in order to be effective. All elections may be revoked until the Election Deadline in writing by holders submitting the Forms of Election.

Cash Election Procedure. (i) 1. The Parent and the Company will each use its reasonable best efforts to cause a Form of Election to be mailed not less than thirty (30) days prior to the anticipated Effective Time to all holders of record of shares of Company Common Stock as of the record date for the Company Stockholders Stockholders' Meeting (as hereinafter defined) and to all persons who become holders of Company Common Stock during the period between the record date for the Company Stockholders Stockholders' Meeting and 5:00 p.m., New York time, on the date seven calendar days prior to the anticipated Effective Time and to make the Form of Election available to all persons who become holders of Company Common Stock subsequent to such time. Elections will be made by holders of Company Common Stock by mailing to the Exchange Agent a Form of Election. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all the shares of Company Common Stock held by each Representative for a particular beneficial owner. To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent and accompanied by the certificates representing the shares of Company Common Stock as to which the election is being made (or by an appropriate guarantee of delivery of such certificates as set forth in such Form of Election from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. ("NASD") or a bank, trust company, credit union, savings association, broker, dealer or other entity that is a member in good standing of the Securities Transfer Agent's Medallion Program, the NYSE Medallion Signature Guaranty Program or the Stock Exchange Medallion Program). The Parent will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of the Parent (or the Exchange Agent) in such matters will be conclusive and binding. Neither the Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent will also make computations contemplated by this Section 1.6 and all such computations will be conclusive and binding on the holders of Company Common Stock. (ii) 2. For the purposes hereof, a holder of Company Common Stock who does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (as defined herein) will be deemed to have made a Non-Election. If the Parent or the Exchange Agent determine that any purported Cash Election or Stock Election was not properly made, such purported Cash Election or Stock Election will be deemed to be of no force and effect and the stockholder making such purported election will for purposes hereof be deemed to have made a Non-Election. (iii) 3. A Form of Election must be received by the Exchange Agent by the close of business on the last business day prior to the Effective Time (the "Election Deadline") in order to be effective. All elections may be revoked until the Election Deadline in writing by holders submitting the Forms of Election.