ELECTION OPTIONS AND REQUIRED SIGNATURES Clause Samples
The 'Election Options and Required Signatures' clause defines how parties to an agreement can make specific choices or elections within the contract and outlines the formal requirements for those choices to be valid, such as who must sign and how. In practice, this clause may specify that certain options—like extending a lease or exercising a purchase right—must be selected in writing and signed by authorized representatives of the parties involved. Its core function is to ensure that any elections made under the contract are clear, intentional, and properly authorized, thereby reducing the risk of disputes over whether a party has validly exercised a contractual right or option.
ELECTION OPTIONS AND REQUIRED SIGNATURES. The terms of the merger agreement allow you to choose the form of consideration you wish to receive in exchange for your shares of SPS common stock. For more information, please refer to the SPS proxy statement/prospectus dated October 16, 2003. Regardless of the election option you choose, your stock certificates or a Notice of Guaranteed Delivery must be returned with the Election Form/Letter of Transmittal for your election to be valid. If you do not hold shares in certificated form, you are still required to complete and return this Election Form/Letter of Transmittal. Any disputes regarding your election or the elections made by other SPS shareholders will be resolved by PCC or, if authorized by PCC, the exchange agent, and its decision will be final for all parties concerned. PCC or, if authorized by PCC, the exchange agent, has the absolute right to reject any and all Election Forms/Letters of Transmittal that it determines are not in proper form or to waive minor defects in any form. Surrenders of certificates will not be effective until all defects or irregularities that have not been waived by the exchange agent have been corrected. Please return your Election Form/Letter of Transmittal promptly to allow sufficient time to correct any possible deficiencies before the election deadline.
(A) ELECTION OPTIONS: Select ONE of the following options:
1. THE ALL CASH ELECTION.
2. THE ALL STOCK ELECTION.
ELECTION OPTIONS AND REQUIRED SIGNATURES. Complete A, B and C • All SPS certificates MUST accompany this form (except as set forth in Sections 2 and 5 of the Instructions) •
A) Options—Choose ONE
o 1. Exchange all SPS shares for cash (the "All Cash Election")
o 2. Exchange all SPS shares for PCC common stock (the "All Stock Election") o 3. Exchange SPS shares for cash and the remainder for PCC common stock (the "Mixed Election")
ELECTION OPTIONS AND REQUIRED SIGNATURES. The terms of the Merger Agreement allow you to choose the form of consideration you wish to receive in exchange for your shares of Caesars common stock. For more information, please refer to the Proxy Statement. If you elect to receive stock consideration, your stock certificates or a Notice of Guaranteed Delivery must be returned with the Election Form/Letter of Transmittal by the Election Deadline for your election to be valid. If you do not hold shares in certificated form, you are still required to complete and return this Election Form/Letter of Transmittal. Any disputes regarding your election or the elections made by other Caesars stockholders will be resolved by the exchange agent, The Bank of New York, and its decision will be final for all parties concerned. The exchange agent has the absolute right to reject any and all Election Forms/Letters of Transmittal that it determines are not in proper form or to waive minor defects in any form. Surrenders of stock certificates will not be effective until all defects or irregularities that have not been waived by the exchange agent have been corrected. Please return your Election Form/Letter of Transmittal to allow sufficient time to correct any possible deficiencies before the Election Deadline.
A. ELECTION OPTIONS: Indicate whether you which to receive the following option: • The “ALL STOCK ELECTION”. If you make the all stock election, you will receive 0.3247 of a share of H▇▇▇▇▇’▇ common stock for each and every share of Caesars common stock you own, subject to the proration procedures and other adjustments described in this Instruction Booklet and the Proxy Statement, plus cash in lieu of any fractional share. • The “MIXED ELECTION”. If you make a mixed election, you will receive 0.3247 of a share of H▇▇▇▇▇’▇ common stock for the portion of your shares of Caesars common stock for which you elect to receive stock consideration, subject to the proration procedures and other adjustments described in this Instruction Booklet and the Proxy Statement. If you select this option, you must indicate the number of shares of Caesars common stock in exchange for which you are electing to receive shares of H▇▇▇▇▇’▇ common stock. You will be deemed not to have made an election with respect to your remaining shares of Caesars common stock, and those remaining shares of Caesars common stock will be converted into the right to receive $17.75 in cash per share, subject to the proration procedures and other adjustments...
ELECTION OPTIONS AND REQUIRED SIGNATURES. Complete A and B If you elect to receive common stock of Harrah’s Entertainment, Inc. (“H▇▇▇▇▇’▇”) in exchange for shares of common stock of Caesars Entertainment, Inc. (“Caesars”), all Caesars stock certificates MUST accompany this form (except as set forth in Sections 2 and 5 of the Instructions)
A) Options—Choose ONE
¨1. Exchange all shares of Caesars common stock for 0.3247 of a share of H▇▇▇▇▇’▇ common stock per share (the “All Stock Election”)
¨2. Exchange shares of Caesars common stock for 0.3247 of a share of H▇▇▇▇▇’▇ common stock per share and the remainder for $17.75 in cash per share (the “Mixed Election”) If you want to elect to exchange all of your shares of Caesars common stock for $17.75 in cash per share (the “Non-Election/Cash Election”), please DO NOT complete and return this form. You SHOULD NOT return your Caesars stock certificate(s) to The Bank of New York at this time. If you do not complete this form, you will be deemed to have elected to receive cash consideration for all of your shares of Casears common stock and will receive a separate letter of transmittal after the completion of the merger.