Common use of Election Form Clause in Contracts

Election Form. An election form, in such form as Camco and First Place shall mutually agree (the “Election Form”), shall be mailed at such time and on such date as provided in Section 2.3(a) to the holders of Camco Common Stock of record at the Effective Time. Each Election Form shall permit the holder of Camco Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), subject to the conditions set forth in Section 2.1 hereof, (i) to elect to receive First Place Common Stock with respect to all of such holder’s Camco Common Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s Camco Common Stock as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Camco Common Stock (a “Non-Election”). Shares of Camco Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Camco Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Camco Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold Camco Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a stockholder either (i) does not submit a properly completed Election Form by the Election Deadline (defined below), or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Camco Common Stock held by such stockholder shall be designated No-Election Shares.

Election Form. An election form, in such form as Camco ProCentury and First Place Meadowbrook shall mutually agree (the “Election Form”), shall be mailed at such time and no later than the date on such date as provided in Section 2.3(a) which the Proxy Statement is mailed to the holders of Camco ProCentury Common Stock Shares to each holder of record at of ProCentury Common Shares as of the Effective Timerecord date for the ProCentury Shareholder Meeting. Each Election Form shall permit the holder of Camco ProCentury Common Shares including Restricted Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), other than Dissenting Shareholders, subject to the conditions set forth in Section 2.1 hereofSections 3.1 and 3.2, (i) to elect to receive First Place Meadowbrook Common Stock with respect to all of such holder’s Camco ProCentury Common Stock Shares as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s Camco ProCentury Common Stock Shares as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of First Place Meadowbrook Common Stock with respect to such holder’s remaining shares (a “Mixed Election”), ) or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Camco ProCentury Common Stock Shares (a “Non-Election”). ProCentury Common Shares of Camco Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” ProCentury Common Shares of Camco Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” ProCentury Common Shares of Camco Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold Camco ProCentury Common Stock Shares on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a stockholder shareholder either (i) does not submit a properly completed Election Form by the Election Deadline (defined below), or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Camco ProCentury Common Stock Shares held by such stockholder shareholder (unless such shares are then Dissenting Shares) shall be designated No-Election Shares. Meadowbrook and ProCentury shall make available one or more Election Forms as may be reasonably requested from time to time by all Persons who become holders (or beneficial owners) of ProCentury Common Shares between the record date for the ProCentury Shareholder Meeting and the Election Deadline.

Election Form. An (i) The Company shall cause the Exchange Agent to deliver an election form, substantially in such the form attached as Camco and First Place shall mutually agree Exhibit E hereto (the “Election Form”), shall be mailed at such time and on such date as provided in Section 2.3(a) to each Company Stockholder that has not previously completed and delivered to the holders Company an Election Form as promptly as practicable after the date of Camco Common Stock of record at this Agreement, but in any event, no later than the Effective Timedate on which the Consent Solicitation Statement is delivered to each Company Stockholder in accordance herewith. Each The Election Form shall permit the holder of Camco Common Stock (or in the case of nominee record holderseach Company Stockholder to, the beneficial owner through proper instructions and documentation), subject by returning a properly completed Election Form to the conditions Exchange Agent in accordance with the instructions set forth in Section 2.1 hereofon the Election Form, (i) to elect to receive First Place Common Stock as the Per Share Closing Consideration payable hereunder with respect to all (subject to the following sentence) of such holderCompany Stockholder’s Camco shares Company Stock (including any shares of Company Stock issued to such Company Stockholder prior to the Second Merger Effective Time upon the exercise of any Company Stock Options) (a “Merger Consideration Election”) (i) solely shares of HoldCo Class A Common Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive solely cash with respect to all of such holder’s Camco Common Stock as hereinabove provided (a “Cash Election”), or (iii) to elect to receive cash with respect to some of such holder’s shares and shares of First Place 50% HoldCo Class A Common Stock with respect to such holder’s remaining shares and 50% cash (a “Mixed Election”). In the case of a Mixed Election by a Company Stockholder, such Company Stockholder shall be deemed to have made a Stock Election with respect to 50% such Company Stockholder’s shares of Company Stock and a Cash Election with respect to the other 50% of such Company Stockholder’s shares of Company Stock. If a Company Stockholder either (i) does not submit a properly completed Election Form prior to the Election Deadline, (ii) properly revokes an Election Form (in accordance with the revocation instructions set forth therein) prior to the Election Deadline and does not thereafter resubmit a properly completed Election Form prior to the Election Deadline, or (iviii) to indicate that such holder makes no such election with respect to any Dissenting Shares, fails to perfect his, her or its right to dissent under Applicable Law, such holder’s shares of Camco Common Stock Company Stockholder shall be deemed to have made a Cash Election. (a “Non-Election”). ii) Shares of Camco Common Company Stock as to which a Cash Election has been made or deemed to have been made (including pursuant to a Mixed Election and any Company Stock issued in connection with the exercise of a Company Stock Option the holder of which has made a Cash Election) , or where such Equityholder has not made any Merger Consideration Election or has revoked a duly made election and has not properly and timely submitted a new Merger Consideration Election), are referred to herein as “Cash Election Shares.” Shares of Camco Common Company Stock as to which a Stock Election has been made or deemed to have been made (including pursuant to a Mixed Election and any Company Stock issued in connection with the exercise of a Company Stock Option the holder of which has made a Stock Election) ), are referred to herein as “Stock Election Shares.” Shares of Camco Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee Any nominee record holders who hold Camco Common Company Stock on behalf of multiple beneficial owners shall indicate how many make a separate Merger Consideration Election on behalf of the shares held by them are Stock Election Shareseach such beneficial owner. For purposes of this Section 3.08, any Dissenting Shares shall be deemed to be Cash Election Shares and No-Election Shares. If a stockholder either (i) does not submit a properly completed regardless of any Election Form submitted by the Election Deadline (defined below), or (ii) revokes an Election Form prior holder thereof; provided that such Dissenting Shares shall be subject to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares provisions of Camco Common Stock held by such stockholder shall be designated No-Election SharesSection 3.09.

Election Form. An election form, in such form as Camco Franklin and First Place shall mutually agree (the “Election Form”), shall be mailed at such time and no later than the date on such which the Proxy Statement is mailed to holders of Franklin Common Stock to each holder of record of Franklin Common Stock as of the record date as provided for the Franklin Stockholder Meeting (defined in Section 2.3(a) to the holders of Camco Common Stock of record at the Effective Time6.2 hereof). Each Election Form shall permit the holder of Camco Franklin Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), subject to the conditions set forth in Section 2.1 hereof, (i) to elect to receive First Place Common Stock with respect to all of such holder’s Camco hxxxxx’x Xxxxxxxx Common Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s Camco hxxxxx’x Xxxxxxxx Common Stock as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”), (iv) to elect to receive 50/50 Cash/Stock Consideration with respect to all of such holders shares of Franklin Common Stock (“50/50 Election”), or (ivv) to indicate that such holder makes no such election with respect to such holder’s shares of Camco Franklin Common Stock (a “Non-Election”). Shares of Camco Franklin Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Camco Franklin Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Camco Franklin Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold Camco Franklin Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a stockholder either (i) does not submit a properly completed Election Form by the Election Deadline (defined below)Deadline, or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Camco Franklin Common Stock held by such stockholder shall be designated No-Election Shares.

Election Form. An election form, in such form as Camco Franklin and First Place shall mutually agree (the “"Election Form”"), shall be mailed at such time and no later than the date on such which the Proxy Statement is mailed to holders of Franklin Common Stock to each holder of record of Franklin Common Stock as of the record date as provided for the Franklin Stockholder Meeting (defined in Section 2.3(a) to the holders of Camco Common Stock of record at the Effective Time6.2 hereof). Each Election Form shall permit the holder of Camco Franklin Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), subject to the conditions set forth in Section 2.1 hereof, (i) to elect to receive First Place Common Stock with respect to all of such holder’s Camco 's Franklin Common Stock as hereinabove provided (a “"Stock Election”Elecxxxx"), (iixx) to elect xx xlect to receive cash with respect to all of such holder’s Camco 's Franklin Common Stock as hereinabove provided (a “"Cash Election”Electxxx"), (iiixxx) to elect xx xlect to receive cash with respect to some of such holder’s 's shares and shares of First Place Common Stock with respect to such holder’s 's remaining shares (a “"Mixed Election”"), (iv) to elect to receive 50/50 Cash/Stock Consideration with respect to all of such holders shares of Franklin Common Stock ("50/50 Election"), or (ivv) to indicate that such holder makes no such election with respect to such holder’s 's shares of Camco Franklin Common Stock (a “"Non-Election”"). Shares of Camco Franklin Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “"Cash Election Shares.” " Shares of Camco Franklin Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “"Stock Election Shares.” " Shares of Camco Franklin Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “"No-Election Shares.” " Nominee record holders who hold Camco Franklin Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a stockholder either (i) does not submit a properly completed Election Form by the Election Deadline (defined below), or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Camco Common Stock held by such stockholder shall be designated No-Election Shares.,

Election Form. An election form, in such form as Camco and First Place shall mutually agree (the “Election Form”), shall be mailed at such time and on such date as provided in Section 2.3(a) to the holders of Camco Common Stock of record at the Effective Time. Each Election Form shall permit the holder of Camco Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), subject to the conditions set forth in Section 2.1 hereof, (i) Shares will be entitled to elect to receive First Place Common Stock with respect to all or any portion of the Common Shares held by such holder’s Camco Common holder to have such shares converted at the Effective Time into the right to receive the Stock as hereinabove provided Election Merger Consideration (a “the "Stock Election”), ") or the Cash Election Merger Consideration (ii) to elect to receive cash with respect to all of such holder’s Camco Common Stock as hereinabove provided (a “the "Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Camco Common Stock (a “Non-Election”"). Shares of Camco Common The form for making the Stock as to which a Election and Cash Election has been made (including pursuant the "Election Form") shall be determined by mutual agreement between Parent and the Company and shall be mailed to a Mixed Election) are referred to herein holders of Common Shares on the record date for the Common Stockholders Meeting together with the related Prospectus/Proxy Statement (as “Cash Election Shares.” Shares of Camco Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Camco Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfectedhereinafter defined). To be effective, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold Camco Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a stockholder either (i) does not submit a properly completed Election Form must be properly completed, signed and submitted by the Election Deadline (defined belowas hereinafter defined) to the Exchange Agent (as hereinafter defined) and accompanied by the certificates representing the Common Shares as to which an Election is being made or an appropriate guarantee of delivery by a commercial bank or trust company in the United States or a member of a registered national securities exchange or the National Association of Securities Dealers, Inc.). An Election Form which is not effective shall be treated as if no election had been made with respect to the Common Shares covered by such Election Form and any holder who does not submit an effective Election Form shall receive the Non-Election Merger Consideration. Parent will have the discretion, which it may delegate in whole or (ii) revokes in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Election Forms. The decisions of Parent or, if delegated, of the Exchange Agent shall be conclusive and binding. Neither Parent, Merger Subsidiary nor the Exchange Agent will be under any obligation to notify any person of any defect in an Election Form submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by Section 4.1(a) hereof, and all such computations shall be conclusive and binding on the holders of Common Shares in the absence of manifest error. Parent and the Company each shall use its best efforts to make the Election Form available to all persons who become holders of record of Common Shares during the period between the record date for the Common Stockholders Meeting and 5:00 P.M., New York City time, on the third trading day preceding such meeting (the "Election Deadline"). If the date of such Common Stockholders Meeting is postponed or such meeting is adjourned without approval of the Merger, the Election Deadline shall be postponed until 5:00 P.M., New York City time, on the tenth trading day preceding the day on which the Merger is actually approved by the shareholders of the Company. A properly completed Election Form must be received by the Exchange Agent by the Election Deadline in order to be effective. Any Election Form may be revoked but only by written notice received by the Exchange Agent prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Camco Common Stock held by such stockholder shall be designated No-Election SharesDate.

Election Form. An election form, in such form as Camco Northern and First Place shall mutually agree (the “Election Form”), shall be mailed at such time and on such date as provided in Section 2.3(a) to the holders of Camco Northern Common Stock of record at the Effective Time. Each Election Form shall permit the holder of Camco Northern Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation), subject to the conditions set forth in Section 2.1 hereof, (i) to elect to receive First Place Common Stock with respect to all of such holder’s Camco Northern Common Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s Camco Northern Common Stock as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares and shares of First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Camco Northern Common Stock (a “Non-Election”). Shares of Camco Northern Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Camco Northern Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Camco Northern Common Stock (x) as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold Camco Northern Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a stockholder either (i) does not submit a properly completed Election Form by the Election Deadline (defined below)Deadline, or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, the shares of Camco Northern Common Stock held by such stockholder shall be designated No-Election Shares.

Election Form. An election formform and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as Camco NAL and First Place FNFG shall mutually agree (the “Election Form”), shall be mailed at such time no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or on such other date as provided in Section 2.3(aFNFG and NAL shall mutually agree (the “Mailing Date”) to the holders each holder of Camco record of NAL Common Stock as of record at five business days prior to the Effective TimeMailing Date (the “Election Form Record Date”). Each Election Form shall permit the holder of Camco Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation)such holder, subject to the conditions allocation and election procedures set forth in this Section 2.1 hereof3.02, (i) to elect to receive First Place the Cash Consideration for all of the shares of NAL Common Stock with respect to all of held by such holder’s Camco Common Stock as hereinabove provided (a “Stock Election”, in accordance with Section 3.01(a)(1), (ii) to elect to receive cash with respect to the Stock Consideration for all of such holder’s Camco Common Stock as hereinabove provided (a “Cash Election”shares, in accordance with Section 3.01(a)(2), (iii) to elect to receive cash with respect to some the Stock Consideration for a certain number of such holder’s shares and the Cash Consideration for all other shares of First Place Common Stock with respect to such holder’s remaining shares (a “Mixed Election”) (all such shares together, the “Mixed Election Shares”), or (iv) to indicate that such record holder makes has no preference as to the receipt of cash or FNFG Common Stock for such election with respect to such holder’s shares. A holder of record of shares of Camco NAL Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Non-ElectionStockholder Representative”). Shares of Camco Common Stock as to which a Cash ) may submit multiple Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Camco Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Camco Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfectedForms, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold Camco Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election Shares. If a stockholder either (i) does not submit a properly completed provided that each such Election Form by the Election Deadline (defined below), or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, covers all the shares of Camco NAL Common Stock held by such stockholder Stockholder Representative for a particular beneficial owner. Any shares of NAL Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be designated Nodeemed Non-Election Shares. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of FNFG Common Stock, subject to Section 3.01(c) hereof; provided, however, that for purposes of making the proration calculations provided for in this Section 3.02, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares.

Election Form. An election form, in such form as Camco and First Place shall mutually agree (the an “Election Form”), ) shall be included with the Proxy Statement/Prospectus that is mailed at such time and on such date as provided in Section 2.3(a) to the holders each holder of Camco record of shares of Feather River Common Stock as of the record at date for the Effective TimeFeather River Shareholder Meeting. Each Election Form shall permit the holder of Camco Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation)holder, subject to the conditions set forth in Section 2.1 hereof3.2(c) and Section 3.2(d), to (i) to elect to receive First Place Plumas Common Stock with respect to all of such holder’s Camco Feather River Common Stock as hereinabove provided (a “Stock Election”), (ii) to elect to receive cash with respect to all of such holder’s Camco Feather River Common Stock as hereinabove provided (a “Cash Election”), (iii) to elect to receive cash with respect to some of such holder’s shares of Feather River Common Stock and shares of First Place Plumas Common Stock with respect to such holder’s remaining shares of Feather River Common Stock (a “Mixed Election”), or (iv) to indicate that such holder makes no such election with respect to such holder’s shares of Camco Feather River Common Stock (a “Non-Election”). Shares of Camco Common Stock as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as “Cash Election Shares.” Shares of Camco Common Stock as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Camco Common Stock as to which (x) no election has been made or (y) as to which dissenters’ rights have not been perfected, have been effectively withdrawn or the holder thereof has lost its right to dissent to the Merger are referred to herein as “No-Election Shares.” Nominee record holders who hold Camco Common Stock on behalf of multiple beneficial owners shall indicate how many of the shares held by them are Stock Election Shares, Cash Election Shares and No-Election SharesStock. If a stockholder shareholder either (i) does not submit a properly completed Election Form by prior to the Election Deadline (as defined belowherein), or (ii) revokes an Election Form prior to the Election Deadline and does not resubmit a properly completed Election Form prior to the Election Deadline, or (iii) fails to perfect his, her or its right to dissent under applicable Law, the shares of Camco Feather River Common Stock held by such stockholder shareholder shall be designated No-“No Election Shares.” No Election Shares shall be treated as follows: (A) if Cash Consideration is Undersubscribed as contemplated in Section 3.2(d)(i), No Election Shares shall be deemed to be and automatically converted into Cash Election Shares, and (B) if Cash Consideration is Oversubscribed as contemplated in Section 3.2(d)(ii), No Election Shares shall be deemed to be and automatically converted into Stock Election Shares. Any Dissenting Shares shall be deemed to be Cash Election Shares and, with respect to such shares, the holders thereof shall in no event be classified as holders of Reallocated Stock Shares.