Common use of Election and Proration Procedures Clause in Contracts

Election and Proration Procedures. (a) 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 Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“Election Form”) shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Seller and Company shall mutually agree (“Mailing Date”) to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Stock, or (iii) a specified number of shares of Seller Stock to receive Company Stock (a “Combination Stock Election”) and a specified number of shares of Seller Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) 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 Seller Stock Certificates shall pass only upon delivery of such certificates Certificates to the Exchange Agent) in such form as Buyer and the Company and Seller shall mutually agree (“Election Form”) shall be mailed no less than 35 thirty-five (35) days prior to the anticipated Effective Time or on such other date as Seller the Company and Company Buyer shall mutually agree (“Mailing Date”) to each holder of record of Seller Company Capital Stock as of five Business Days (5) business days prior to the Mailing Date (“Election Form Record Date”). Company Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Company Capital Stock after the Election Form Record Date and prior to the Election Deadline (as defined below)Deadline, and Seller the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Seller Company Capital Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Company Capital Stock, or (iii) a specified number of shares of Seller Buyer Common Stock with respect to receive some of such holder’s Company Capital Stock (a “Combination Stock Election”) and a specified number cash with respect to the remainder of shares of Seller such holder’s Company Capital Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Company Capital Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) 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 Seller shares of Fidelity Stock shall pass pass, only upon proper delivery of such certificates to the Exchange Agent) Agent in such form as Company HFC and Seller Fidelity shall mutually agree agree) (“"Election Form”") shall be mailed by or on behalf of HFC no less than 35 thirty-five (35) days prior to the anticipated Effective Time of the Holding Company Merger, as jointly determined by HFC and Fidelity, or on such other date as Seller HFC and Company Fidelity shall mutually agree (“"Mailing Date”") to each holder of record of Seller Fidelity Stock and holder of record of the Fidelity Senior Notes who has submitted to Fidelity and the Exchange Agent a written irrevocable election to convert in full the Fidelity Senior Note held by such person into shares of Fidelity Stock prior to the Effective Time of the Holding Company Merger as of five Business Days prior to the Mailing Date (“"Election Form Record Date”"). Company HFC shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term "beneficial owner" and "beneficial ownership" for purposes of Seller this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of Fidelity Stock after the Election Form Record Date and prior to the Election Deadline (as defined below)Deadline, and Seller Fidelity shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Company HFC Stock (a “"Stock Election”") with respect to all of such holder’s Seller 's Fidelity Stock, or (ii) cash (a “"Cash Election”") with respect to all of such holder’s Seller 's Fidelity Stock, or (iii) HFC Stock for a specified number of shares of Seller Stock to receive Company Fidelity Stock (a “"Combination Stock Election”") and a specified cash for the remaining number of shares of Seller Fidelity Stock to receive cash held by such holder (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Seller Fidelity Stock (and Fidelity Stock into which the Fidelity Notes will be converted, other than Seller Dissenting Shares and Treasury Shares) , with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) 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 Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“"Election Form”") shall be mailed no less than 35 days prior to as soon as reasonably practicable after the anticipated Effective Time or on such other date as Seller and Company shall mutually agree (“"Mailing Date”") to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date Effective Time (“"Election Form Record Date”"). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Company Stock (a “"Stock Election”") with respect to all of such holder’s 's Seller Stock, (ii) cash (a “"Cash Election”") with respect to all of such holder’s 's Seller Stock, or (iii) a specified number of shares of Seller Stock to receive Company Stock (a “"Combination Stock Election”") and a specified number of shares of Seller Stock to receive cash (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing Seller Stock Certificates shall pass pass, only upon proper delivery of such certificates Certificates to the Exchange Agent) Agent in such form as Company Parent and Seller AHB shall mutually agree (the “Election Form”) shall be mailed by or on behalf of Parent no less than 35 40 days prior to the anticipated Effective Time of the Merger, as jointly determined by Parent and AHB, or on such other date as Seller Parent and Company AHB shall mutually agree (the “Mailing Date”) to each holder of record of Seller AHB Common Stock as of five Business Days the close of business on the fifth business day prior to the Mailing Date mailing date (the “Election Form Record Date”). Company Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term “beneficial owner” and “beneficial ownership” for purposes of Seller this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of AHB Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined below)Deadline, and Seller AHB shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) instructions to elect (an “Election”) to receive either (i) Company Parent Common Stock (a “Stock Election”) with respect to all of such holder’s Seller AHB Common Stock, or (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller AHB Common Stock, or (iii) Parent Common Stock for a specified number of shares of Seller Stock to receive Company AHB Common Stock (a “Combination Stock Election”) and a specified cash for the remaining number of shares of Seller AHB Common Stock to receive cash held by such holder (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller AHB Common Stock (other than Seller Dissenting Shares) Shares and shares held in AHB’s treasury, with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) 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 Certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates Certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“Election Form”) shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Seller and Company shall mutually agree (“Mailing Date”) to each holder of record of Seller Stock as of five (5) Business Days prior to the Mailing Date (“Election Form Record Date”). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Stock (a “Stock Election”) with respect to all of such holder’s Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Stock, or (iii) a specified number of shares of Seller Stock to receive Company Stock (a “Combination Stock Election”) and a specified number of shares of Seller Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An In accordance with Section 2.1(b), 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 Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“Election Form”) and the other materials specified in Section 2.1(b)(i)-(iv), as well as other appropriate and customary transmittal materials, in such form as Buyer and the Company shall mutually agree shall be mailed no less than 35 thirty-five (35) days prior to the anticipated Effective Time or on such other date as Seller the Company and Company Buyer shall mutually agree (“Mailing Date”) to each holder of record of Seller Company Capital Stock as of five Business Days (5) business days prior to the Mailing Date (“Election Form Record Date”). Company Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Company Capital Stock after the Election Form Record Date and prior to the Election Deadline (as defined below)Deadline, and Seller the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Seller Company Capital Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Company Capital Stock, or (iii) Buyer Common Stock with respect to a specified number percentage of shares of Seller Stock to receive such holder’s Company Capital Stock (a “Combination Stock Election”) and a specified number cash with respect to the remainder of shares of Seller such holder’s Company Capital Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Company Capital Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, Agent an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) 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 Seller shares of Slippery Rock Common Stock shall pass pass, only upon proper delivery of such certificates to the Exchange Agent) Agent in such form as Company Parent and Seller Slippery Rock shall mutually agree agree) (“"Election Form”") shall be mailed by or on behalf of Parent no less than 35 thirty-five (35) days prior to the anticipated Effective Time of the Merger, as jointly determined by Parent and Slippery Rock, or on such other date as Seller Parent and Company Slippery Rock shall mutually agree (“"Mailing Date”") to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”)Slippery Rock Common Stock. Company Parent shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term "beneficial owner" and "beneficial ownership" for purposes of Seller this Agreement shall have the meaning set forth in Section 13(d) of the Exchange Act) of Slippery Rock Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined below)Deadline, and Seller Slippery Rock shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Company Parent Common Stock (a “"Stock Election”") with respect to all of such holder’s Seller 's Slippery Rock Common Stock, or (ii) cash (a “"Cash Election”") with respect to all of such holder’s Seller 's Slippery Rock Common Stock, or (iii) Parent Common Stock for a specified number of shares of Seller Stock to receive Company Slippery Rock Common Stock (a “"Combination Stock Election”") and a specified cash for the remaining number of shares of Seller Slippery Rock Common Stock to receive cash held by such holder (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Seller Slippery Rock Common Stock (other than Seller Dissenting Shares and Treasury Shares) , with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) 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 Certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates Certificates to the Exchange Agent) in such form as Company Center and Seller shall mutually agree (“Election Form”) shall be mailed by the Exchange Agent no less than 35 days prior to five (5) Business Days after the anticipated Effective Time or on such other date as Seller and Company shall mutually agree Day (the “Election Form Mailing Date”) to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“Election Form Record Date”)Effective Day. Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Center Stock (a “Stock Election”) with respect to all of such holder’s Seller Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Stock, or (iii) a specified number of shares of Center Stock in respect of some of such holder’s Seller Stock to receive Company Stock Shares (a “Combination Stock Election”) and a specified number amount of shares cash in respect of such holder’s remaining Seller Stock to receive cash Shares (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) An In accordance with Section 2.1(b), 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 Seller Stock shall pass only upon delivery of such certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“Election Form”) and the other materials specified in Section 2.1(b)(i)-(iv), as well as other appropriate and customary transmittal materials, in such form as Buyer and the Company shall mutually agree shall be mailed no less than 35 thirty-five (35) days prior to the anticipated Effective Time or on such other date as Seller the Company and Company Buyer shall mutually agree (“Mailing Date”) to each holder of record of Seller Company Common Stock as of five Business Days (5) business days prior to the Mailing Date (“Election Form Record Date”). Company Buyer shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Company Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined below)Deadline, and Seller the Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “Election”) to receive either (i) Company Buyer Common Stock (a “Stock Election”) with respect to all of such holder’s Seller Company Common Stock, (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller Company Common Stock, or (iii) Buyer Common Stock with respect to a specified number of shares of Seller Stock to receive such holder’s Company Common Stock (a “Combination Stock Election”) and a specified number cash with respect to the remainder of shares of Seller such holder’s Company Common Stock to receive cash (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller Company Common Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.

Election and Proration Procedures. (a) 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 Certificates theretofore representing Seller Stock shall pass only upon delivery of such certificates Certificates to the Exchange Agent) in such form as Company and Seller shall mutually agree (“"Election Form”") shall be mailed no less than 35 days prior to the anticipated Effective Time or on such other date as Seller and Company shall mutually agree (“"Mailing Date”") to each holder of record of Seller Stock as of five Business Days prior to the Mailing Date (“"Election Form Record Date”"). Company shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Seller Stock after the Election Form Record Date and prior to the Election Deadline (as defined below), and Seller shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to elect (an “"Election”") to receive either (i) Company Stock (a “"Stock Election”") with respect to all of such holder’s 's Seller Stock, (ii) cash (a “"Cash Election”") with respect to all of such holder’s 's Seller Stock, or (iii) a specified number of shares of Seller Stock to receive Company Stock (a “"Combination Stock Election”") and a specified number of shares of Seller Stock to receive cash (a “"Combination Cash Election”"), subject to the provisions contained in this Agreement. Any Seller Stock (other than Seller Dissenting Shares) with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “"Undesignated Shares” " hereunder.

Election and Proration Procedures. (a) An election form and other appropriate and customary transmittal materials (materials, which shall specify that delivery shall be effected, and risk of loss and title to the certificates Certificates theretofore representing Seller shares of IRGB Common Stock shall pass pass, only upon proper delivery of such certificates Certificates to the Registrar and Transfer Company (the “Exchange Agent”) in such form as Company and Seller FNB shall mutually agree determine (“Election Form”) shall be mailed by or on behalf of FNB no less than 35 40 days prior to the anticipated Effective Time or on such other date of the Merger, as Seller jointly determined by FNB and Company shall mutually agree IRGB (“Mailing Date”) to each holder of record of Seller IRGB Common Stock as of five Business Days the close of business on the fifth business day prior to the Mailing Date mailing date (the “Election Form Record Date”). Company FNB shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) (the term “beneficial owner” and “beneficial ownership” for purposes of Seller this Agreement shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) of IRGB Common Stock after the Election Form Record Date and prior to the Election Deadline (as defined below)Deadline, and Seller IRGB shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) instructions to elect (an “Election”) to receive either (i) Company FNB Common Stock (a “Stock Election”) with respect to all of such holder’s Seller IRGB Common Stock, or (ii) cash (a “Cash Election”) with respect to all of such holder’s Seller IRGB Common Stock, or (iii) FNB Common Stock for a specified number of shares of Seller Stock to receive Company IRGB Common Stock (a “Combination Stock Election”) and a specified cash for the remaining number of shares of Seller IRGB Common Stock to receive cash held by such holder (a “Combination Cash Election”), subject to the provisions contained in this Agreement. Any Seller IRGB Common Stock (other than Seller Dissenting Shares) Shares and Treasury Shares with respect to which the holder (or the beneficial owner, as the case may be) shall Exchange Agent has not have submitted to the Exchange Agent, received an effective, properly completed Election Form received prior to the Election Deadline shall be deemed to be “Undesignated Shares” hereunder.