Common use of Election Procedures Clause in Contracts

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy sixty percent (7060%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty forty percent (3040%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “"Exchange Agent”")) in such form as the Company and Buyer shall mutually agree (the “"Election Form”"), shall be mailed no more than forty (40) and no less than twenty (20) 20 Business Days prior to the anticipated Election Deadline Closing Date or such other date as the Company and Buyer shall mutually agree (the “"Mailing Date”") to each holder of record of Company Common StockStock as of five Business Days prior to the Mailing Date. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s 's shares (a “"Cash Election”"), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s 's shares (a “"Stock Election”"), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “"Non-Election”"); provided provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 2.04(d)2.5, seventy percent (70%) of the total number of 2,347,000 shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Time (the “"Stock Conversion Number”"), shall be converted into the Stock Consideration and thirty percent (30%) of such the remaining shares of Company Common Stock shall be converted into the Cash Consideration in accordance with (the allocation procedures set forth in Section 2.04(c"Cash Consideration Number"). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.3) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “"Cash Election Shares.” " Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “"Stock Election Shares.” " Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “"Non-Election Shares.” " The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “"Stock Election Number.”"

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “"Exchange Agent”")) in such form as Company and Buyer shall mutually agree (the “"Election Form”"), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “"Mailing Date”") to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s 's shares (a “"Cash Election”"), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s 's shares (a “"Stock Election”"), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “"Non-Election”"); except as provided that, subject to in Section 2.04(d7.01(i), seventy seventy-five percent (7075%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Treasury Stock (the “"Stock Conversion Number”"), shall be converted into the Stock Consideration and thirty twenty-five percent (3025%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c)Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “"Cash Election Shares.” " Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “"Stock Election Shares.” " Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “"Non-Election Shares.” " The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “"Stock Election Number.”"

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); except as provided that, subject to in Section 2.04(d7.01(i), seventy seventy-five percent (7075%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty twenty-five percent (3025%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c)Consideration. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) Agent in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common StockStock other than holders of Dissenters’ Shares. Each Election Form shall permit the holder of record of Company Common Stock Stock, other than holders of Dissenters’ Shares, (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such the holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such the holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d2.04(c), seventy eighty percent (7080%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty twenty percent (3020%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer Parent and reasonably satisfactory to the Company (the “"Exchange Agent”")) in such form as the Company and Buyer Parent shall mutually agree (the “"Election Form”"), shall be mailed no more than forty (40) and no less than twenty (20) Business Days 30 days prior to the anticipated Election Deadline Effective Time or on such earlier date as Parent and the Company shall mutually agree (the “"Mailing Date”") to each holder of record of Company Common StockStock as of five business days prior to the Mailing Date ("Election Form Record Date"); provided, however, that the Mailing Date shall not occur prior to the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) cash (shares as to which such election is made, the "Cash Election Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) may elect to receive Parent Common Stock pursuant to the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the receipt Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the "Election Deadline") ; provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, or such additional Election Forms as Parent may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Cash Consideration Election Form Record Date and close of business on the business day prior to the Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%guaranteed delivery of such Certificates) of the total number of representing all shares of Company Common Stock issued and outstanding immediately covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a stockholder either (i) does not submit a properly completed Election Form in a timely fashion, or (ii) revokes its Election Form prior to the Effective TimeElection Deadline, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock held by such stockholder shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash designated "No Election Shares.” Shares " Parent shall cause the Certificates described in clause (ii) of Company Common Stock as the preceding sentence to which a Stock be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made are referred and to herein as “Stock disregard immaterial defects in any Election Shares.” Shares Form, and any good faith decisions of Company Common Stock as the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to which no election has been made (or as to which notify any person of any defect in an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election SharesForm.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer Parent and reasonably satisfactory to the Company (the “"Exchange Agent”")) in such form as the Company and Buyer Parent shall mutually agree (the “"Election Form”"), shall be mailed no more than forty (40) and no less than twenty (20) Business Days 30 days prior to the anticipated Election Deadline Effective Time or on such earlier date as Parent and the Company shall mutually agree (the “"Mailing Date”") to each holder of record of Company Common StockStock as of five business days prior to the Mailing Date ("Election Form Record Date"); provided, however, that the Mailing Date shall not occur prior to the receipt of the shareholder approval contemplated by Section 8.1(a) hereof. Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instructions) of outstanding Company Common Stock to elect, subject to provisions of this Section 1.5, to receive, on a per share basis, with respect to such holder's Company Common Stock (i) cash (shares as to which such election is made, the "Cash Election Shares") or (ii) Parent Common Stock (shares as to which such election is made, the "Stock Election Shares"). Notwithstanding the foregoing, no holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) may elect to receive Parent Common Stock pursuant to the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election procedures provided herein with respect to fewer than 50 shares of Company Common Stock. To be effective, a properly completed Election Form shall be submitted to the receipt Exchange Agent on or before 5:00 p.m., New York City time, on the 20th day following the Mailing Date (or such other time and date as Parent and the Company may mutually agree) (the "Election Deadline") ; provided, however, that the Election Deadline may not occur on or after the Closing Date (as defined in Section 10.1 hereof). Parent shall make available up to two separate Election Forms, or such additional Election Forms as Parent may permit, to all persons who become holders (or beneficial owners) of Company Common Stock between the Cash Consideration Election Form Record Date and close of business on the business day prior to the Election Deadline. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%guaranteed delivery of such Certificates) of the total number of representing all shares of Company Common Stock issued and outstanding immediately covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a stockholder either (i) does not submit a properly completed Election Form in a timely fashion, or (ii) revokes its Election Form prior to the Effective TimeElection Deadline, excluding any treasury stock and the shares of Company Common Stock held by such stockholder shall be designated "No Election Shares." Parent shall cause the Certificates described in Section 2.01(b)(iiclause (ii) of the preceding sentence to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Parent nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (b) The "Cash Election Amount" shall be equal to the “Per Share Consideration multiplied by the total number of Cash Election Shares. Within five business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, Parent shall cause the Exchange Agent to effect the allocation among the holders of Company Common Stock Conversion Number”)of rights to receive Parent Common Stock or cash in the Merger in accordance with the Election Forms as follows: (i) If the Aggregate Cash Consideration is greater than the Cash Election Amount, then (A) all Cash Election Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration, (B) the Exchange Agent will select, on a pro rata basis, first from among the holders of No Election Shares and then, if necessary, from among the holders of Stock Consideration and thirty percent (30%) Election Shares, a sufficient number of such shares ("Cash Designee Shares") such that the sum of Company Common Stock Cash Designee Shares and Cash Election Shares multiplied by the Per Share Consideration equals as closely as practicable the Aggregate Cash Consideration (the Cash Designee Shares shall be converted into the right to receive an amount of cash equal to the Per Share Consideration), and (C) any Stock Election Shares and any No Election Shares, in each case, not so selected as Cash Designee Shares shall be converted into the right to receive Parent Common Stock at the Final Exchange Ratio. (ii) If the Aggregate Cash Consideration in accordance with is less than the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Amount, then (A) all Stock Election has been made are referred Shares and all No Election Shares shall be converted into the right to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”receive

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more later than forty fifteen (40) and no less than twenty (2015) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d)notwithstanding any other provision of this Agreement, seventy sixty percent (7060%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty forty percent (3040%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c)Consideration. A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2(a)) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a an unaffiliated bank or trust company designated by Buyer Parent and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer Parent shall mutually agree (the “Election Form”), shall be mailed no more later than forty (40) and no less than twenty (20) Business Days ten days prior to the anticipated Election Deadline Effective Time or on such earlier date as Parent and the Company may mutually agree (the “Mailing Date”) to each holder of record of Company Common StockStock as of five Business Days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit the each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), (iii) elect to receive the Cash Consideration with respect to some of such holder’s shares and the Stock Consideration with respect to such holder’s remaining shares (a “Mixed Election”) or (iiiiv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); , provided that, subject to notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 2.04(d)3.02, seventy percent (70%) 64.76% of the total number of shares of Company Common Stock issued and outstanding immediately prior to at the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such the remaining outstanding shares of Company Common Stock shall be converted into the Cash Consideration Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different other representative capacities or acting on behalf of other Persons in any way will be entitled to (a “Representative”) may submit an multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for each capacity in which such record holder so acts with respect to each Person for which it so actsa particular beneficial owner. Shares of Company 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 Company 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 Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)) Agent in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common StockStock other than holders of Dissenters’ Shares. Each Election Form shall permit the holder of record of Company Common Stock Stock, other than holders of Dissenters’ Shares (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) ), to (i) elect to receive the Cash Consideration for all or a portion of such the holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such the holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy seventy-five percent (7075%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime (such number of shares of Company Common Stock, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty twenty-five percent (3025%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). In arriving at the Stock Conversion Number and the number of Shares converted into the Cash Consideration, treasury stock and other shares described Section 2.01(b) shall be excluded. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” ”. Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” ”. Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashionreturned) are referred to herein as “Non-Election Shares.” ”. The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number”.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a an unaffiliated bank or trust company designated by Buyer Parent and reasonably satisfactory to the Company (the “"Exchange Agent”")) in such form as the Company and Buyer Parent shall mutually agree (the “"Election Form”"), shall be mailed no more later than forty (40) and no less than twenty (20) Business Days ten days prior to the anticipated Election Deadline Effective Time or on such earlier date as Parent and the Company may mutually agree (the “"Mailing Date”") to each holder of record of Company Common StockStock as of five Business Days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit the each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s 's shares (a “"Cash Election”"), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s 's shares (a “"Stock Election”"), (iii) elect to receive the Cash Consideration with respect to some of such holder's shares and the Stock Consideration with respect to such holder's remaining shares (a "Mixed Election") or (iiiiv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “"Non-Election”"); , provided that, subject to notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 2.04(d)3.02, seventy percent (70%) 64.76% of the total number of shares of Company Common Stock issued and outstanding immediately prior to at the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Treasury Stock (the “"Stock Conversion Number”"), shall be converted into the Stock Consideration and thirty percent (30%) of such the remaining outstanding shares of Company Common Stock shall be converted into the Cash Consideration Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different other representative capacities or acting on behalf of other Persons in any way will be entitled to (a "Representative") may submit an multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock held by that Representative for each capacity in which such record holder so acts with respect to each Person for which it so actsa particular beneficial owner. Shares of Company 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 Company 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 Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “"Non-Election Shares.” " The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “"Stock Election Number.”"

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “"Exchange Agent”")) in such form as the Company and Buyer shall mutually agree (the “"Election Form”"), shall be mailed no more later than forty (40) and no less than twenty (20) Business Days 15 calendar days prior to the anticipated Election Deadline Effective Time (the “"Mailing Date”") to each holder of record of Company Common StockStock as of five business days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit the each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s 's shares (a “"Cash Election”"), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s 's shares (a “"Stock Election”"), (iii) elect to receive the Cash Consideration with respect to one half of such holder's shares and the Stock Consideration with respect to one half of such holder's shares (a "Mixed Election") or (iiiiv) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “"Non-Election”"); provided , provided, that, subject to notwithstanding any other provision of this Agreement, other than paragraph (e) of this Section 2.04(d)3.5, seventy percent (70%) 50% of the total number of shares of Company Common Stock issued and outstanding immediately prior to at the Effective Time, including any Dissenting Shares but excluding any treasury stock and shares described in Section 2.01(b)(ii) Treasury Stock (the “"Stock Conversion Number”"), shall be converted into the Stock Consideration and thirty percent (30%) of such the remaining outstanding shares of Company Common Stock shall be converted into the Cash Consideration Consideration. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different other representative capacities may submit multiple Election Forms, provided, that such nominee, trustee, or acting on behalf of other Persons in any way will be entitled to submit an representative certifies that each such Election Form covers all the shares of Company Common Stock held by such nominee, trustee, or other representative for each capacity in which such record holder so acts with respect to each Person for which it so actsa particular beneficial owner. Shares of Company Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “"Cash Election Shares.” " Shares of Company Common Stock as to which a Stock Election has been made are referred (including, pursuant to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashionMixed Election) are referred to herein as “Non-"Stock Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”"

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer Investor and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer Investor shall mutually agree (the “Election Form”), shall be mailed no more later than forty (40) and no less than twenty (20) fifteen Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of Company Common Stock. Each Subject to Section 2.1(c), each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.2(a)) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election 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 Certificates certificates evidencing shares of Company Common Stock (the “Certificates”) shall pass, only upon proper delivery of such Certificates to a an unaffiliated bank or trust company designated by Buyer Parent and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company 11 and Buyer Parent shall mutually agree (the “Election Form”), shall be mailed no more later than forty (40) and no less than twenty (20) Business Days 15 days prior to the anticipated Election Deadline Effective Time or on such earlier date as Parent and the Company may mutually agree (the “Mailing Date”) to each holder of record of Company Common StockStock as of a date which is no more than ten days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit the each holder of record of Company Common Stock as of the Election Form Record Date (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Stock/Cash Consideration for all or a portion some of such holder’s shares (a “Stock/Cash Election”), (ii) elect to receive and shall provide that in the Stock Consideration for absence of such an election by a holder all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy percent (70%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c)Stock Consideration. A Holders of record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which who hold such shares as nominees, trustees or in other representative capacities (a “Representative”) may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all the shares of Company Common Stock Election has been made is referred to herein as the “Stock Election Numberheld by that Representative for a particular beneficial owner.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) 20 Business Days prior to the anticipated Election Deadline Closing Date or such other date as the Company and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Common StockStock as of five Business Days prior to the Mailing Date. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 2.04(d)2.5, seventy eighty-five percent (7085%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Time (the “Stock Conversion Number”), ) shall be converted into the Stock Consideration and thirty percent (30%) of such the remaining shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c)Consideration. A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.3) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”

Election Procedures. (a) An election form Subject to the terms and conditions of this Agreement, each Person (other appropriate and customary transmittal materials (which shall specify that delivery shall be effectedthan Guarantor, and risk of loss and title to Certificates shall passMerger Sub, only upon proper delivery of such Certificates to a bank Purchaser or trust company designated by Buyer and reasonably satisfactory to Company (the “Exchange Agent”)Xx. Xxxxxxxxx) in such form as Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days who on or prior to the anticipated Election Deadline (the “Mailing Date”) to each is a holder of record of Company Common Stock. Each Election Form shall permit the holder shares of record of Company Common Stock (evidenced by Certificates or by book-entry in the case of nominee record holders, the beneficial owner through proper instructions and documentationCompany’s stock transfer books (“Book Entry Shares”) shall be entitled to (i) elect make an election to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Per Share Non-Voting Stock Consideration for all or a portion of the shares of Common Stock evidenced by Certificates or Book Entry Shares held by such holder’s shares Person (such election, a “Stock Election”)) prior to the Election Deadline; it being understood that, or (iii) make no election with respect to shares of Common Stock held on behalf of a beneficial owner through a broker, dealer, bank or similar nominee or in the receipt name of a participant in the Depositary Trust Company’s book-entry transfer system, prior to such Stock Election such shares must be withdrawn from such arrangement and held in the form of Certificates or Book-Entry Shares in order for a valid Stock Election to be made under this Section 3.2(a) with respect to such shares. For a stockholder of the Cash Consideration or Company to make a valid Stock Election, such stockholder shall properly complete and duly execute and deliver to the Stock Consideration Exchange Agent a form of election prepared by the Company and reasonably acceptable to the Purchaser (a “Non-Form of Election”); provided that) and, subject to Section 2.04(d), seventy percent (70%) of if the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 2.04(c). A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been is made are represented by Certificates, the Certificates evidencing such shares of Common Stock. By executing and delivering a Form of Election, the stockholder will be agreeing to be bound by the terms of the Stockholder Agreement in substantially the form attached as Exhibit D hereto, with respect to shares of Surviving Corporation Stock such stockholder receives as Merger Consideration. The Form of Election will include appropriate stock certificate transmittal materials, which transmittal materials shall specify that delivery of Certificates or Book-Entry Shares shall be effected, and risk of loss shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable or deliverable with respect to the shares of Common Stock represented by such Certificates or Book-Entry Shares. The Form of Election shall include statements and representations substantially in a form prepared by the Company (and reasonably acceptable to Purchaser) as promptly as practicable following the date of this Agreement (“Election Form Representations”) that would be made by each holder of record of shares of Common Stock submitting a Form of Election (or, if such record holder is referred not the Person having discretion as to herein the matters covered by the Election Form Representations, then on behalf of the Person having such discretion). The Form of Election shall provide that the Election Form Representations are being made as of the “Stock date the Form of Election Numberis submitted and as of the Effective Time.”

Election 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 Certificates shall pass, only upon proper delivery of such Certificates to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “Exchange Agent”)) in such form as the Company and Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) 20 Business Days prior to the anticipated Election Deadline Closing Date or such other date as the Company and Buyer shall mutually agree (the “Mailing Date”) to each holder of record of Company Common StockStock and Company RSU (as defined in Section 2.8(b)) as of five Business Days prior to the Mailing Date. Each Election Form shall permit the holder of record of Company Common Stock (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to (i) elect to receive the Cash Consideration for all or a portion of such holder’s shares (a “Cash Election”), (ii) elect to receive the Stock Consideration for all or a portion of such holder’s shares (a “Stock Election”), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided provided, however, that, notwithstanding any other provision of this Agreement to the contrary, but subject to Section 2.04(d)2.5, seventy eighty percent (7080%) of the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, excluding any treasury stock and shares described in Section 2.01(b)(ii) Time (the “Stock Conversion Number”), shall be converted into the Stock Consideration and thirty percent (30%) of such the remaining shares of Company Common Stock shall be converted into the Cash Consideration in accordance with (the allocation procedures set forth in Section 2.04(c“Cash Consideration Number”). A record holder acting in different capacities or acting on behalf of other Persons (as defined in Section 9.3) in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Company Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”