Common use of Company Common Stock Elections Clause in Contracts

Company Common Stock Elections. (a) Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be cancelled as set forth in Section 2.2(c) or of Dissenting Shares, or as provided in Section 2.2(d)) shall have the right to submit an Election Form (as defined in Section 2.3(c)) specifying that such person desires to have all of the shares of Company Common Stock owned by such person converted into the right to receive either (i) the Standard Consideration (a "Standard Election") (ii) the Stock Consideration (a "Stock Election"), or (iii) the Cash Consideration (a "Cash Election"). (b) Promptly after the Allocation Determination (as defined in Section 2.3(d)), (i) the Purchaser shall deposit (or cause to be deposited) with a bank or trust company to be designated by the Purchaser and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 2, cash in an amount sufficient to pay the aggregate cash portion of the Merger Consideration pursuant to Section 2.2(a) and (ii) the Purchaser shall deposit (or cause to be deposited) with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, certificates representing the shares of Purchaser Common Stock ("Purchaser Certificates") for exchange in accordance with this Article 2 (the cash and certificates deposited pursuant to clauses (i) and (ii) being hereinafter referred to as the "Exchange Fund"). (c) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock which (i) are cancelled pursuant to Section 2.2(c), (ii) are Dissenting Shares or (iii) are exchanged in the Recapitalization) (A) a letter of transmittal (the "Company Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of such Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Purchaser shall specify), (B) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, and (C) an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock Election. As of the Election Deadline (as defined in Section 2.3(d)) all holders of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock that (i) are cancelled pursuant to Section 2.2(c) or (ii) are exchanged in the Recapitalization) that shall not have properly submitted to the Exchange Agent, or that shall have properly revoked, an effective, properly completed Election Form shall be deemed to have made a Standard Election (each a "Deemed Standard Election"). A1-4 (d) Any Cash Election, Standard Election, or Stock Election shall have been validly made only if the Exchange Agent shall have received by 5:00 p.m. Boston, Massachusetts time on a date (the "Election Deadline") to be mutually agreed upon by the Purchaser and the Company (with the consent of the Special Committee) (which date shall not be later than the twentieth business day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereof guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Company Certificates, or by an appropriate guarantee of delivery of such Company Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Company Common Stock that has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Company Common Stock may at any time prior to the Election Deadline revoke such holder's election and withdraw such holder's Company Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline. As soon as practicable after the Election Deadline (but in no event later than ten business days after the Election Deadline), the Exchange Agent shall determine the allocation of the cash portion of the Merger Consideration and the stock portion of the Merger Consideration and shall notify the Purchaser of its determined allocation (the "Allocation Determination"). (e) From and after the Effective Time, each holder of a certificate that immediately after the Recapitalization and immediately prior to the Effective Time represented outstanding shares of Company Common Stock shall, upon surrender of such certificate for cancellation to the Exchange Agent, together with the Company Letter of Transmittal, duly executed, and such other documents as the Purchaser or the Exchange Agent shall reasonably request, be entitled to receive promptly after the Election Deadline in exchange therefor (A) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article 2 (including any cash in lieu of fractional shares of Purchaser Common Stock pursuant to Section 2.5(c)), and (B) a Purchaser Certificate representing that number of shares of Purchaser Common Stock, if any, which such holder has the right to receive pursuant to this Article 2 (in each case less the amount of any required withholding taxes), and the Company Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. If any certificate for shares of Purchaser Common Stock to be issued in the Merger is to be issued in a name other than that in which the certificate for shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of such issuance that the person requesting such issuance shall pay any transfer or other tax required by reason of the issuance of certificates for such shares of Purchaser Common Stock in a name other than that of the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Purchaser or its agent that such tax has been paid or is not applicable. (f) The Purchaser shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity of the Election Forms, the manner and extent to which Standard Elections, Cash Elections or Stock Elections are to be taken into account in making the determinations prescribed by Section 2.4, the issuance and delivery of certificates for Purchaser Common Stock into which shares of Company Common Stock are converted in the Merger, and the payment of cash for shares of Company Common Stock converted into the right to receive cash in the Merger.

Company Common Stock Elections. (a) Each person whoSubject to Sections 1.5, at the Effective Time1.7 ------------------------------ ------------ --- and 1.8, is a record each holder of shares of Company Common Stock (other than holders of --- shares to be canceled as set forth in Section 1.5(b)) will have the right to --------------- submit a request specifying the number of shares of Company Common Stock to be cancelled as set forth in Section 2.2(c) or of Dissenting Shares, or as provided in Section 2.2(d)) shall have the right to submit an Election Form (as defined in Section 2.3(c)) specifying that which such person holder desires to have all of the shares of Company Common Stock owned by such person converted into the right to receive either (i) the Standard Consideration (a "Standard Election") (ii) the Stock Consideration or a combination of Stock Consideration and Cash Consideration in accordance with the following procedures: (a) Each holder of shares of Company Common Stock may specify in a request made in accordance with the provisions of this Section 1.6 the number of ----------- such shares which such holder desires to have converted into the right to receive Stock Consideration in the Merger (a "Stock Election"), or (iii) . Each share of Company Common Stock as to which no Stock Election is in effect at the Cash Consideration (a "Cash Election"). (b) Promptly after the Allocation Determination Stock Election Final Date (as defined in Section 2.3(d1.6(e)) or for which a Stock Election -------------- has been made but has been revoked or withdrawn or is otherwise no longer effective will be called a "Non-Electing Share." Subject to Sections 1.7 and ------------ 1.8, the Non-Electing Shares of each holder of shares of Company Common Stock --- will be treated for purposes of this Agreement as if such shares were not covered by a Stock Election and, accordingly, will be converted to the right to receive Cash Consideration in accordance with Section 1.5(c)(i), . ----------------- (ib) the Purchaser shall deposit (Parent will authorize Parent's Transfer Agent or cause to such other person as will be deposited) with a bank or trust company to be designated by the Purchaser and reasonably acceptable to the Company to receive Stock Elections, to act as exchange agent hereunder and to make, subject to approval by Parent and Company (provided such approval is not unreasonably withheld, delayed or denied), any computations required to be made to give effect to this Article I --------- (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 2, cash in an amount sufficient to pay the aggregate cash portion of the Merger Consideration pursuant to Section 2.2(a) and (ii) the Purchaser shall deposit (or cause to be deposited) with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, certificates representing the shares of Purchaser Common Stock ("Purchaser Certificates") for exchange in accordance with this Article 2 (the cash and certificates deposited pursuant to clauses (i) and (ii) being hereinafter referred to as the "Exchange Fund"). (c) Parent will prepare, for use by shareholders of Company in surrendering Certificates, a form (the "Form of Stock Election") pursuant to which each holder of Company Common Stock may make Stock Elections. As of a date on which Parent and Company can mutually agree, which date is expected to be as soon as reasonably practicable after the Effective TimeCompany Shareholder Approval is obtained (the "Stock Election Mailing Date"), the Exchange Agent shall mail Form of Stock Election will be mailed to each holder shareholders of record of Company Common and record holders of Warrants. (d) Company and Parent will use all reasonable efforts to make the Form of Stock immediately Election available to all persons who become shareholders of record of Company and Parent during the period between the Stock Election Mailing Date and the Stock Election Final Date. (e) A Stock Election will have been properly made only if the Exchange Agent will have received, by 5:00 p.m., New York City time, on the twentieth day (or a later date which may be determined prior to the Effective Time Stock Election Mailing Date by mutual agreement of Parent and Company) following the date of mailing of the Form of Stock Election (excluding any shares such time on such day being referred to herein as the "Stock Election Final Date"), a properly completed and signed Form of Company Common Stock which Election. A holder of Warrants that (i) are cancelled pursuant to Section 2.2(c)receives a Form of Stock Election, (ii) are Dissenting Shares or exercises Warrants in accordance with the applicable warrant agreement after receipt of such Form of Stock Election but prior to the Stock Election Final Date, and (iii) are exchanged otherwise delivers such Form of Stock Election in the Recapitalizationaccordance with this Section 1.6(e) (A) a letter of transmittal (the "Company Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of such Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Purchaser shall specify), (B) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration with -------------- respect to the shares of Company Common Stock formerly represented therebyissuable under such Warrant, and (C) an election form (the "will have made a Stock Election Form") providing for with respect to such holders to make the Standard Election, the Cash Election or the Stock Election. As of the Election Deadline (as defined in Section 2.3(d)) all holders of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock that (i) issuable under such Warrant if, and only if, such shares are cancelled pursuant issued to Section 2.2(c) such holder on or (ii) are exchanged in the Recapitalization) that shall not have properly submitted prior to the Exchange Agent, or Stock Election Final Date so that shall have properly revoked, an effective, properly completed such holder is the record holder of such shares on the Stock Election Form shall be deemed to have made a Standard Election (each a "Deemed Standard Election"). A1-4Final Date. (df) Any Cash Election, Standard Election, or Stock Election shall have been validly made only if the Exchange Agent shall have received by 5:00 p.m. Boston, Massachusetts time on a date (the "Election Deadline") to be mutually agreed upon by the Purchaser and the Company (with the consent of the Special Committee) (which date shall not be later than the twentieth business day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereof guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Company Certificates, or by an appropriate guarantee of delivery of such Company Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Company Common Stock that has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder record of shares of Company Common Stock may at any time prior to the Stock Election Deadline revoke Final Date change such holder's election and withdraw such holder's Company Certificates deposited with Stock Election by written notice received by the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day at or prior to the Stock Election Deadline. As soon as practicable after the Election Deadline (but in no event later than ten business days after the Election Deadline)Final Date, the Exchange Agent shall determine the allocation accompanied by a properly completed Form of the cash portion of the Merger Consideration and the stock portion of the Merger Consideration and shall notify the Purchaser of its determined allocation (the "Allocation Determination")Stock Election. (eg) From and after the Effective Time, each Any holder of a certificate that immediately after the Recapitalization and immediately prior to the Effective Time represented outstanding record of shares of Company Common Stock shall, upon surrender may at any time prior to the Stock Election Final Date revoke such holder's Stock Election by written notice received by the Exchange Agent at or prior to the Stock Election Final Date or by withdrawal prior to the Stock Election Final Date of such certificate for cancellation to holder's Certificates previously deposited with the Exchange Agent, together . Any revocation of a Stock Election may be withdrawn by notice of such withdrawal delivered at or prior to the Stock Election Final Date. Any shareholder of Company who will have deposited Certificates with the Company Letter of Transmittal, duly executed, and such other documents as the Purchaser or the Exchange Agent shall reasonably request, be entitled to receive promptly after the Election Deadline in exchange therefor (A) a check in the amount equal to the cash, if any, which such holder has will have the right to receive pursuant withdraw such Certificates by written notice received by the Exchange Agent at or prior to the provisions of this Article 2 (including any cash in lieu of fractional shares of Purchaser Common Stock pursuant Election Final Date. Parent will obtain from the Exchange Agent an agreement to Section 2.5(c)), return all Stock Elections and (B) a Purchaser Certificate representing that number of shares of Purchaser Common Stock, if any, which such holder has the right to receive pursuant to this Article 2 (in each case less the amount of any required withholding taxes), and the Company Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect accompanying Certificates to the shares of Company Common Stock formerly represented thereby. If any certificate for shares of Purchaser Common Stock to be issued shareholders submitting the same in the Merger is to event this Agreement will be issued terminated in a name other than that in which the certificate for shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of such issuance that the person requesting such issuance shall pay any transfer or other tax required by reason of the issuance of certificates for such shares of Purchaser Common Stock in a name other than that of the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Purchaser or accordance with its agent that such tax has been paid or is not applicableterms. (fh) The Purchaser shall Parent will have the right right, subject to approval by Company (provided such approval is not unreasonably withheld or delayed), to make rules, not inconsistent with the terms of this Agreement, governing the validity of the Election Forms, the manner and extent to which Standard Elections, Cash Elections or Forms of Stock Elections are to be taken into account in making the determinations prescribed by Section 2.4Election, the issuance and delivery of certificates for Purchaser Parent Common Stock into which shares of Company Common Stock are converted in the Merger, Merger and the payment of cash for shares of Company Common Stock converted into the right to receive cash the Cash Consideration in the Merger.

Company Common Stock Elections. (a) Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be cancelled as set forth in Section 2.2(c) or of Dissenting Shares, or as provided in Section 2.2(d)) shall have the right to submit an Election Form (as defined in Section 2.3(c)) specifying that such person desires to have all of the shares of Company Common Stock owned by such person converted into the right to receive either (i) the Standard Consideration (a "Standard Election") (ii) the Stock Consideration (a "Stock Election"), or (iii) the Cash Consideration (a "Cash Election"). (b) Promptly after the Allocation Determination (as defined in Section 2.3(d)), (i) the Purchaser shall deposit (or cause to be deposited) with a bank or trust company to be designated by the Purchaser and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 2, cash in an amount sufficient to pay the aggregate cash portion of the Merger Consideration pursuant to Section 2.2(a) and (ii) the Purchaser shall deposit (or cause to be deposited) with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, certificates representing the shares of Purchaser Common Stock ("Purchaser Certificates") for exchange in accordance with this Article 2 (the cash and certificates deposited pursuant to clauses (i) and (ii) being hereinafter referred to as the "Exchange Fund"). (c) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock which (i) are cancelled pursuant to Section 2.2(c), (ii) are Dissenting Shares or (iii) are exchanged in the Recapitalization) (A) a letter of transmittal (the "Company Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of such Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Purchaser shall specify), (B) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, and (C) an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock Election. As of the Election Deadline (as defined in Section 2.3(d)) all holders of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock that (i) are cancelled pursuant to Section 2.2(c) or (ii) are exchanged in the Recapitalization) that shall not have properly submitted to the Exchange Agent, or that shall have properly revoked, an effective, properly completed Election Form shall be deemed to have made a Standard Election (each a "Deemed Standard Election"). A1-4. (d) Any Cash Election, Standard Election, or Stock Election shall have been validly made only if the Exchange Agent shall have received by 5:00 p.m. Boston, Massachusetts time on a date (the "Election Deadline") to be mutually agreed upon by the Purchaser and the Company (with the consent of the Special Committee) (which date shall not be later than the twentieth business day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereof guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Company Certificates, or by an appropriate guarantee of delivery of such Company Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Company Common Stock that has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Company Common Stock may at any time prior to the Election Deadline revoke such holder's election and withdraw such holder's Company Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline. As soon as practicable after the Election Deadline (but in no event later than ten business days after the Election Deadline), the Exchange Agent shall determine the allocation of the cash portion of the Merger Consideration and the stock portion of the Merger Consideration and shall notify the Purchaser of its determined allocation (the "Allocation Determination"). (e) From and after the Effective Time, each holder of a certificate that immediately after the Recapitalization and immediately prior to the Effective Time represented outstanding shares of Company Common Stock shall, upon surrender of such certificate for cancellation to the Exchange Agent, together with the Company Letter of Transmittal, duly executed, and such other documents as the Purchaser or the Exchange Agent shall reasonably request, be entitled to receive promptly after the Election Deadline in exchange therefor (A) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article 2 (including any cash in lieu of fractional shares of Purchaser Common Stock pursuant to Section 2.5(c)), and (B) a Purchaser Certificate representing that number of shares of Purchaser Common Stock, if any, which such holder has the right to receive pursuant to this Article 2 (in each case less the amount of any required withholding taxes), and the Company Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. If any certificate for shares of Purchaser Common Stock to be issued in the Merger is to be issued in a name other than that in which the certificate for shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of such issuance that the person requesting such issuance shall pay any transfer or other tax required by reason of the issuance of certificates for such shares of Purchaser Common Stock in a name other than that of the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Purchaser or its agent that such tax has been paid or is not applicable. (f) The Purchaser shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity of the Election Forms, the manner and extent to which Standard Elections, Cash Elections or Stock Elections are to be taken into account in making the determinations prescribed by Section 2.4, the issuance and delivery of certificates for Purchaser Common Stock into which shares of Company Common Stock are converted in the Merger, and the payment of cash for shares of Company Common Stock converted into the right to receive cash in the Merger.

Company Common Stock Elections. (a) Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be cancelled as set forth in Section 2.2(c4.4(c) or of Dissenting Shares, or as provided in Section 2.2(d)) shall have the right to submit an Election Form (as defined in Section 2.3(c4.5(c)) specifying the number of shares of Company Common Stock that such person desires to have all of the shares of Company Common Stock owned by such person converted into the right to receive either (i) Holding Company Common Stock and cash pursuant to the Standard Consideration (a "Standard Election") (ii) , the number of shares of Company Common Stock that such person desires to have converted into the right to receive Holding Company Common Stock pursuant to the Stock Consideration (a "Election, and the number of shares of Company Common Stock Election"), or (iii) that such person desires to have converted into the Cash Consideration right to receive cash (a "Cash Election").. A-5 (b) Promptly after the Allocation Determination (as defined in Section 2.3(d4.5(d)), (i) the Purchaser Holding Company shall deposit (or cause to be deposited) with a bank or trust company to be designated by the Purchaser and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 2IV, cash in an the amount sufficient to pay the aggregate cash portion of the Merger Consideration pursuant to Section 2.2(a) and (ii) the Purchaser Holding Company shall deposit (or cause to be deposited) with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, certificates representing the shares of Purchaser Holding Company Common Stock ("Purchaser Holding Company Certificates") for exchange in accordance with this Article 2 IV (the cash and certificates shares deposited pursuant to clauses (i) and (ii) being hereinafter referred to as the "Exchange Fund"). Holding Company Common Stock into which Purchaser Common Stock and Company Common Stock shall be converted pursuant to the Mergers shall be deemed to have been issued at the Effective Time. (c) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock which (i) are will be cancelled pursuant to Section 2.2(c), (ii4.4(c) are or Dissenting Shares or (iii) are exchanged in the RecapitalizationShares) (A) a letter of transmittal (the "Company Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of such Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Purchaser shall specify), (B) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby, and (C) an election form (the "Election Form") providing for such holders to make the Standard Election, the Cash Election or the Stock Election. As of the Election Deadline (as defined in Section 2.3(d)hereinafter defined) all holders of Company Common Stock immediately prior to the Effective Time (excluding any shares of Company Common Stock that (i) are cancelled pursuant to Section 2.2(c) or (ii) are exchanged in the Recapitalization) that shall not have properly submitted to the Exchange Agent, Agent or that shall have properly revoked, revoked an effective, properly completed Election Form shall be deemed to have made a Standard Election (each a "Deemed Standard Cash Election"). A1-4. (d) Any Cash Election (other than a deemed Cash Election), Standard Election, or Stock Election shall have been validly made only if the Exchange Agent shall have received by 5:00 p.m. BostonNew York, Massachusetts New York time on a date (the "Election Deadline") to be mutually agreed upon by the Purchaser and the Company (with the consent of the Special Committee) (which date shall not be later than the twentieth business day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereof guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Company Certificates, or by an appropriate guarantee of delivery of such Company Certificates from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Company Common Stock that who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and signed that is received by the Exchange Agent prior to the Election Deadline. Any holder of Company Common Stock may at any time prior to the Election Deadline revoke such holder's his election and withdraw such holder's his Company Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received by the close of business on the day prior to the Election Deadline. As soon as practicable after the Election Deadline (but determination by the Purchaser regarding an increase in no event later than ten business days after the Election Deadline)Maximum Cash Amount pursuant to Section 4.6(b) hereof, the Exchange Agent shall determine the allocation of the cash portion of the Merger Consideration and the stock portion of the Merger Consideration and shall notify the Purchaser Holding Company of its determined allocation determination (the "Allocation Determination"). (e) From and after the Effective Time, each holder Upon surrender of a certificate that immediately after the Recapitalization and immediately prior to the Effective Time represented outstanding shares of Company Common Stock shall, upon surrender of such certificate Certificate for cancellation to the Exchange Agent, together with the Company Letter of Transmittal, duly executed, and such other documents as the Purchaser or the Exchange Agent shall reasonably request, the holder of such Company Certificate shall be entitled to receive promptly after the Election Deadline in exchange therefor (A) a certified or bank cashier's check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article 2 IV (including any cash in lieu of fractional shares of Purchaser Holding Company Common Stock pursuant to Section 2.5(c4.8(c)), and (B) a Purchaser Holding Company Certificate representing that number of shares of Purchaser Holding Company Common Stock, if any, which such holder has the right to receive pursuant to this Article 2 IV (in each case less the amount of any required withholding taxes), and the Company Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.3, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby. If any certificate for shares of Purchaser Common Stock to be issued in the Merger is to be issued in a name other than that in which the certificate for shares of Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of such issuance that the person requesting such issuance shall pay any transfer or other tax required by reason of the issuance of certificates for such shares of Purchaser Common Stock in a name other than that of the registered holder of the certificate surrendered, or shall establish to the satisfaction of the Purchaser or its agent that such tax has been paid or is not applicable.A-6 (f) The Purchaser shall have the right to make rules, not inconsistent with the terms of this Agreement, governing the validity of the Election Forms, the manner and extent to which Standard Elections, Cash Elections or Stock Elections are to be taken into account in making the determinations prescribed by Section 2.44.6, the issuance and delivery of certificates for Purchaser Holding Company Common Stock into which shares of Company Common Stock or Purchaser Common Stock are converted in the MergerMergers, and the payment of cash for shares of Company Common Stock converted into the right to receive cash in the Company Merger.