Common use of Election Procedure Clause in Contracts

Election Procedure. (a) Each holder of Company Shares (other than holders of Company Shares to be cancelled as set forth in Section 3.1(g)) shall have the right to submit a request specifying that all of such holder's Company Shares shall be converted into the Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Parent Stock Consideration, without interest in the Merger in accordance with the following procedure: (i) Each holder of Company Stock may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an "Election") to: (A) convert each Company Share owned by such holder into the right to receive the Parent Stock Consideration in the Merger (a "Stock Election"); (B) convert each Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or (C) convert all of the Company Shares owned by such holder into the right to receive the Merger Consideration in the ratio of fifty-five percent (55%) in the form of Cash Consideration and forty-five percent (45%) in the form of Parent Stock Consideration (a "Cash/Stock Election"). (A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price). (B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election (assuming no proration thereof under Section 3.3) would be $33.00 in Cash Consideration. (C) On a per Company Share basis, within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and $14.85 in Parent Stock Consideration (using the Closing Market Price). (iii) A Form of Election (as defined in 3.2(b) below) shall be included with each copy of the Joint Proxy Statement (as defined in Section 6.9) mailed to shareholders of the Company in connection with the meeting of shareholders called to consider the approval of this Agreement. The Company shall use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Company Shares subsequent to the date of such mailing and prior to the Election Deadline (as defined in Section 3.2(d) below). (b) Parent shall prepare a form (the "Form of Election"), which shall be in form and substance reasonably acceptable to the Company, pursuant to which each holder of Company Shares as of the Effective Time may make an Election and which shall be mailed to the Company's shareholders in accordance with Section 3.2(a) so as to permit the Company's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Holders of record of Company Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Shares held by such representative for a particular beneficial owner. (d) Reasonably promptly following the initial filing of the Joint Proxy Statement (as defined in Section 6.9 below) with the SEC, as contemplated in Section 6.9 hereof, Parent shall appoint a bank or trust company reasonably acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company (the "Exchange Agent"). Any Company shareholder's Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates for the Company Shares to which such Form of Election relates (or by an appropriate guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means 5:00 p.m. Eastern Standard Time, on the tenth day after the Effective Time. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any Forms of Election and Certificates for Company Shares to the appropriate Company shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.

Election Procedure. (a) Each holder of Company Shares (other than holders of Company Shares to be cancelled as set forth in Section 3.1(g)) shall have the right to submit a request specifying that all of such holder's Company Shares shall be converted into the Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Parent Stock Consideration, without interest in the Merger in accordance with the following procedure: (i) Each holder of Company Stock may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an "ElectionELECTION") to: (A) convert each Company Share owned by such holder into the right to receive the Parent Stock Consideration in the Merger (a "Stock ElectionSTOCK ELECTION"); (B) convert each Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash ElectionCASH ELECTION"); or (C) convert all of the Company Shares owned by such holder into the right to receive the Merger Consideration in the ratio of fifty-five percent (55%) in the form of Cash Consideration and forty-five percent (45%) in the form of Parent Stock Consideration (a "CashCASH/Stock ElectionSTOCK ELECTION"). (A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price). (B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election (assuming no proration thereof under Section 3.3) would be $33.00 in Cash Consideration. (C) On a per Company Share basis, within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and $14.85 in Parent Stock Consideration (using the Closing Market Price). (iii) A Form of Election (as defined in 3.2(b) below) shall be included with each copy of the Joint Proxy Statement (as defined in Section 6.9) mailed to shareholders of the Company in connection with the meeting of shareholders called to consider the approval of this Agreement. The Company shall use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Company Shares subsequent to the date of such mailing and prior to the Election Deadline (as defined in Section 3.2(d) below). (b) Parent shall prepare a form (the "Form of ElectionFORM OF ELECTION"), which shall be in form and substance reasonably acceptable to the Company, pursuant to which each holder of Company Shares as of the Effective Time may make an Election and which shall be mailed to the Company's shareholders in accordance with Section 3.2(a) so as to permit the Company's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Holders of record of Company Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Shares held by such representative for a particular beneficial owner. (d) Reasonably promptly following the initial filing of the Joint Proxy Statement (as defined in Section 6.9 below) with the SEC, as contemplated in Section 6.9 hereof, Parent shall appoint a bank or trust company reasonably acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company (the "Exchange AgentEXCHANGE AGENT"). Any Company shareholder's Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates for the Company Shares to which such Form of Election relates (or by an appropriate guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election DeadlineELECTION DEADLINE" means 5:00 p.m. Eastern Standard Time, on the tenth day after the Effective Time. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any Forms of Election and Certificates for Company Shares to the appropriate Company shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.

Election Procedure. (a) Each holder of Company Shares (other than holders of Company Shares to be cancelled as set forth in Section 3.1(g3.1(f)) shall have the right to submit a request specifying that all of such holder's Company Shares shall be converted into the Parent Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Parent Stock Consideration, without interest in the Merger in accordance with the following procedure: (i) Each holder of Company Stock may specify in a request made in accordance with the provisions of this Section 3.2 (herein called an "Election") to: (A) convert Convert each Company Share owned by such holder into the right to receive the Parent Stock Consideration in the Merger (a "Stock Election"); (B) convert Convert each Company Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or (C) convert Convert all of the Company Shares owned by such holder into the right to receive the Merger Consideration in the ratio of fifty-five percent (55%) in the form of Cash Consideration and forty-five percent (45%) in the form of Parent Stock Consideration (a "Cash/Stock Election"). (A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price). (B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election (assuming no proration thereof under Section 3.3) would be $33.00 in Cash Consideration. (C) On a per Company Share basis, within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and $14.85 in Parent Stock Consideration (using the Closing Market Price). (iii) A Form of Election (as defined in 3.2(b) below) shall be included with each copy of the Joint Proxy Statement (as defined in Section 6.94.10) mailed to shareholders of the Company in connection with the meeting of shareholders called to consider the approval of this Agreement. The Parent and the Company shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Company Shares subsequent to during the period between the record date of for such mailing shareholder meeting and prior to the Election Deadline (as defined in Section 3.2(d) below)). (b) Parent shall prepare a form (the "Form of Election"), which shall be in form and substance reasonably acceptable to the Company, pursuant to which each holder of Company Shares as at the close of business on the Effective Time Election Deadline may make an Election and which shall be mailed to the Company's shareholders in accordance with Section 3.2(a) so as to permit the Company's shareholders to exercise their right to make an Election prior to the Election Deadline. (c) Holders of record of Company Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Shares held by such representative for a particular beneficial owner. (d) Reasonably promptly following Not later than the initial filing of the Joint Proxy Statement (as defined in Section 6.9 below) with the SEC, as contemplated in Section 6.9 hereof, Parent shall appoint a bank or trust company reasonably acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company (the "Exchange Agent"). Any Company shareholder's Election shall have been made properly only if the Exchange Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates for the Company Shares to which such Form of Election relates (or by an appropriate guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means 5:00 p.m. Eastern Standard Timethe date announced by Parent (which date shall be agreed upon by the Company), as the last day on the tenth which Forms of Election will be accepted; provided, that such date shall be a business day after no earlier than ten (10) business days prior to the Effective TimeTime and no later than the date on which the Effective Time occurs. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any all Election Forms of Election and Certificates for Company Shares to the appropriate Company shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.

Election Procedure. (a) Each holder of Company Columbia Shares (other than holders of Company Columbia Shares to be cancelled as set forth in Section 3.1(g2.1(d)) shall have the right to submit a request specifying either that all of such holder's Company ’s Columbia Shares shall be converted into the Parent Fulton Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Parent Fulton Stock Consideration, without interest interest, in the Merger in accordance with the following procedureprocedures: (i) Each holder of Company Stock Columbia Shares may specify in a request made in accordance with the provisions of this Section 3.2 2.2 (herein called an "“Election"”) to: to either: (Ai) convert each Company Columbia Share owned by such holder into the right to receive the Parent Fxxxxx Stock Consideration in the Merger (a "“Stock Election"”); ; (Bii) convert each Company Columbia Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "“Cash Election"”); or or (Ciii) convert all a portion of the Company Columbia Shares owned by such holder into the right to receive the Merger Cash Consideration in the Merger, and a portion of the Columbia Shares owned by such holder into the right to receive the Fxxxxx Stock Consideration in the Merger, in such ratio of fifty-five percent (55%) in the form of Fulton Stock Consideration to Cash Consideration and forty-five percent (45of 90%/10% 80%/20%) in the form of Parent Stock Consideration , 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (a "“Cash/Stock Election"”). (A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price). (B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election (assuming no proration thereof under Section 3.3) would be $33.00 in Cash Consideration. (C) On a per Company Share basis, within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and $14.85 in Parent Stock Consideration (using the Closing Market Price). (iii) . A Form of Election (as defined in 3.2(b) below) shall be included with each copy of the Joint Proxy Statement Statement/Prospectus (as defined in Section 6.96.1(b)) mailed to shareholders stockholders of the Company Columbia in connection with the meeting of shareholders stockholders called to consider the approval of this Agreement. The Company Fulton and Columbia shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Company Columbia Shares subsequent to during the period between the record date of for such mailing stockholder meeting and prior to the Election Deadline (as defined in Section 3.2(d) below2.2(a)(iv)). (bii) Parent Fulton shall prepare a form (the "“Form of Election"”), which shall be in form and substance reasonably acceptable to the CompanyColumbia, pursuant to which each holder of Company Shares as Columbia Shares, no later than at the close of business on the Effective Time Election Deadline, may make an Election and which shall be mailed to the Company's shareholders Columbia stockholders in accordance with Section 3.2(a2.2(a)(i) so as to permit the Company's shareholders Columbia’s stockholders to exercise their right to make an Election on or prior to the Election Deadline. (ciii) Holders of record of Company Columbia Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Columbia Shares held by such representative for a particular beneficial owner. (div) Reasonably promptly following Not later than the initial filing of the Joint Proxy Statement (as defined in Section 6.9 below) Statement/Prospectus with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.9 6.1(b) hereof, Parent Fulton shall appoint a bank or trust company reasonably acceptable to the Company Fxxxxx Financial Advisors, National Association, as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company Agreement (the "“Exchange Agent"”). Any Company shareholder's Columbia stockholder’s Election shall have been made properly only if the Exchange Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates for the Company Shares to which such Form of Election relates (or by an appropriate guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means 5:00 p.m. Eastern Standard Time, on the tenth day after the Effective Time. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any Forms of Election and Certificates for Company Shares to the appropriate Company shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.

Election Procedure. (a) Each holder of Company Columbia Shares (other than holders of Company Columbia Shares to be cancelled as set forth in Section 3.1(g2.1(d)) shall have the right to submit a request specifying either that all of such holder's Company ’s Columbia Shares shall be converted into the Parent Xxxxxx Stock Consideration, into the Cash Consideration or into a combination of Cash Consideration and Parent Fulton Stock Consideration, without interest interest, in the Merger in accordance with the following procedureprocedures: (i) Each holder of Company Stock Columbia Shares may specify in a request made in accordance with the provisions of this Section 3.2 2.2 (herein called an "“Election"”) to: to either: (Ai) convert each Company Columbia Share owned by such holder into the right to receive the Parent Xxxxxx Stock Consideration in the Merger (a "“Stock Election"”); ; (Bii) convert each Company Columbia Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "“Cash Election"”); or or (Ciii) convert all a portion of the Company Columbia Shares owned by such holder into the right to receive the Merger Cash Consideration in the Merger, and a portion of the Columbia Shares owned by such holder into the right to receive the Xxxxxx Stock Consideration in the Merger, in such ratio of fifty-five percent (55%) in the form of Fulton Stock Consideration to Cash Consideration and forty-five percent (45of 90%/10% 80%/20%) in the form of Parent Stock Consideration , 70%/30%, 60%/40%, 50%/50%, 40%/60%, 30%/70%, 20%/80%, 10%/90% (a "“Cash/Stock Election"”). (A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price). (B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election (assuming no proration thereof under Section 3.3) would be $33.00 in Cash Consideration. (C) On a per Company Share basis, within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and $14.85 in Parent Stock Consideration (using the Closing Market Price). (iii) . A Form of Election (as defined in 3.2(b) below) shall be included with each copy of the Joint Proxy Statement Statement/Prospectus (as defined in Section 6.96.1(b)) mailed to shareholders stockholders of the Company Columbia in connection with the meeting of shareholders stockholders called to consider the approval of this Agreement. The Company Fulton and Columbia shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Company Columbia Shares subsequent to during the period between the record date of for such mailing stockholder meeting and prior to the Election Deadline (as defined in Section 3.2(d) below2.2(a)(iv)). (bii) Parent Fulton shall prepare a form (the "“Form of Election"”), which shall be in form and substance reasonably acceptable to the CompanyColumbia, pursuant to which each holder of Company Shares as Columbia Shares, no later than at the close of business on the Effective Time Election Deadline, may make an Election and which shall be mailed to the Company's shareholders Columbia stockholders in accordance with Section 3.2(a2.2(a)(i) so as to permit the Company's shareholders Columbia’s stockholders to exercise their right to make an Election on or prior to the Election Deadline. (ciii) Holders of record of Company Columbia Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Columbia Shares held by such representative for a particular beneficial owner. (div) Reasonably promptly following Not later than the initial filing of the Joint Proxy Statement (as defined in Section 6.9 below) Statement/Prospectus with the Securities and Exchange Commission (the “SEC”), as contemplated in Section 6.9 hereof, Parent shall appoint a bank or trust company reasonably acceptable to the Company as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company (the "Exchange Agent"). Any Company shareholder's Election shall have been made properly only if the Exchange Agent shall have received, by the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates for the Company Shares to which such Form of Election relates (or by an appropriate guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means 5:00 p.m. Eastern Standard Time, on the tenth day after the Effective Time. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any Forms of Election and Certificates for Company Shares to the appropriate Company shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.Section

Election Procedure. (a) Each holder of Company Somerset Shares (other than ------------------- holders of Company Somerset Shares to be cancelled as set forth in Section 3.1(g2.1(d)) shall have the right to submit a request specifying either that all of such holder's Company Somerset Shares shall be converted into the Parent Fulton Stock ConsiderationConsiderxxxxx, into the Cash Consideration or into a combination of Cash Consideration and Parent Fulton Stock Consideration, without interest interest, in the Merger in accordance with the following procedureprocedures: (i) Each holder of Company Somerset Stock may specify in a request made in accordance with the provisions of this Section 3.2 2.2 (herein called an "Election") to: to either: (Ai) convert each Company Somerset Share owned by such holder into the right to receive the Parent Fulton Stock Consideration Consideratiox in the Merger (a "Stock Election"); ; (Bii) convert each Company Somerset Share owned by such holder into the right to receive the Cash Consideration in the Merger (a "Cash Election"); or or (Ciii) convert all a portion of the Company Somerset Shares owned by such holder into the right to receive the Merger Cash Consideration in the Merger, and a portion of the Somerset Shares owned by each such holder into the right to receive the Fulton Stock Conxxxxxxtion in the Merger, in the ratio of fifty-five percent (55%) in the form of Fulton Stock Consideration to Cash Consideration and forty-five percent (45%) in the form of Parent Stock Consideration either 80%/20% or 60%/40% (a "Cash/Stock Election"). (A) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Stock Election (assuming no proration thereof under Section 3.3) would be $33.00 in Parent Stock Consideration (using the Closing Market Price). (B) On a per Company Share basis within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash Election (assuming no proration thereof under Section 3.3) would be $33.00 in Cash Consideration. (C) On a per Company Share basis, within the Fixed Price Parent Stock Range, the value of the Merger Consideration on the Closing Date based on a Cash/Stock Election would be $18.15 in Cash Consideration and $14.85 in Parent Stock Consideration (using the Closing Market Price). (iii) . A Form of Election (as defined in 3.2(b) below) shall be included with each copy of the Joint Proxy Statement Statement/Prospectus (as defined in Section 6.96.1(b)) mailed to shareholders of the Company Somerset in connection with the meeting of shareholders called to consider the approval of this Agreement. The Company Fulton and Somerset shall each use its reasonable best efforts to mail or otherwise make available the Form of Election to all persons who become record holders of Company Somerset Shares subsequent to during the period between the record date of for such mailing shareholder meeting and prior to the Election Deadline (as defined in Section 3.2(d) below2.2(a)(iv)). (bii) Parent Fulton shall prepare a form (the "Form of Election"), which shall be in form and substance reasonably acceptable to the CompanySomerset, pursuant to which each holder of Company Shares as Somerset Shares, no later than at the close of business on the Effective Time Election Deadline, may make an Election and which shall be mailed to the Company's Somerset shareholders in accordance with Section 3.2(a2.2(a)(i) so as to permit the CompanySomerset's shareholders to exercise their right to make an Election on or prior to the Election Deadline. (ciii) Holders of record of Company Somerset Shares who hold such shares as nominees, trustees, or in other representative capacities may submit multiple Forms of Election, provided that such representative certifies that each Form of Election covers all Somerset Shares held by such representative for a particular beneficial owner. (div) Reasonably promptly following Not later than the initial filing of the Joint Proxy Statement (as defined in Section 6.9 below) Statement/Prospectus with the Securities and Exchange Commission (the "SEC"), as contemplated in Section 6.9 6.1(b) hereof, Parent Fulton shall appoint a bank or trust company reasonably acceptable to the Company Fulton Financial Xxxxxors, National Association, as the person to receive Forms of Election and to act as exchange agent under this Agreement, which bank shall be acceptable to the Company Agreement (the "Exchange Agent"). Any Company Somerset shareholder's Election shall have been made properly only if the Exchange Agent shall have received, by 5:00 p.m. local time in the city in which the principal office of such Exchange Agent is located, on the date of the Election Deadline, a Form of Election properly completed and signed and accompanied by certificates for the Company Somerset Shares to which such Form of Election relates (or by an appropriate guarantee of delivery of such certificates, as set forth in such Form of Election, from a member of any registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States provided such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee of delivery). Failure to deliver Company Somerset Shares covered by such a guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made Election. As used herein, "Election Deadline" means 5:00 p.m. Eastern Standard Timethe date announced by Fulton (which date shall be agreed upon by Somerset), as the last day on the tenth day after the Effective Timewhich Forms of Election will be accepted. In the event this Agreement shall have been terminated prior to the Effective Time, the Exchange Agent shall immediately return any all Election Forms of Election and Certificates for Company Somerset Shares to the appropriate Company Somerset shareholders. Promptly after the Effective Time, Parent shall use reasonable best efforts to cause the Exchange Agent to mail to each holder of record as of the Effective Time a notice containing the conversion ratio.