Common use of Exercise of Election Clause in Contracts

Exercise of Election. (i) All elections in accordance with this Section 3.1(d) shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a “Form of Election”) which will be filed as an exhibit to the F-4 Registration Statement and mailed to the holders of record of shares of Company Common Stock as of the record date for the Company Stockholders Meeting or such other date as Parent and the Company mutually agree (the “Form of Election Record Date”). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of Company Common Stock held by such holder. The Company shall make available one or more Forms of Election as may be reasonably requested by any Person who becomes a holder (or beneficial owner) of shares of Company Common Stock between the Form of Election Record Date and the close of business on the day prior to the Election Date. (ii) For elections to be effective, (A) with respect to shares of Company Common Stock represented by Certificates, a Form of Election must be properly completed, signed and actually received by the Exchange Agent and accompanied by the Certificates representing all the shares of Company Common Stock as to which such a Form of Election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company (or accompanied by an appropriate guarantee of delivery by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 promulgated pursuant to the Exchange Act, provided that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee, or an affidavit of lost certificate in accordance with Section 3.2(e)), or (B) with respect to shares of Company Common Stock that are held in book-entry form (each, a “Book Entry Share”), Parent shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company (either of (A) or (B), an “Election”). (iii) An Election must be received by the Exchange Agent not later than 5:00 p.m. New York City time on (A) the date of the Company Stockholders Meeting or, (B) if the Closing Date is more than four (4) Business Days following the Company Stockholders Meeting, two (2) Business Days preceding the Closing Date (either of (A) or (B), the “Election Date”) in order to be effective. Any shares of Company Common Stock for which the record holder has not, as of 5:00 p.m., New York City time, on the Election Date, properly submitted a properly completed Election Form to the Exchange Agent will be deemed to be Non-Electing Shares. After a Cash Election or Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked. In addition, all Election Forms shall automatically be revoked if the Exchange Agent is notified in writing by Parent and the Company that the Merger has been abandoned. (iv) Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be subsequently delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (v) Parent shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed, and timely submitted or to disregard defects in forms. Any such determination of Parent or the Exchange Agent shall be conclusive and binding, absent manifest error. Neither Parent nor the Exchange Agent shall be under any obligation to notify any Person of any defect in a Form of Election submitted to the Exchange Agent. Any shares of Company Common Stock relating to which the record holder is deemed to have not submitted a valid Election on or prior to the Election Date shall be deemed to be Non-Electing Shares. (vi) Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In addition, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article IX. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by a Certificate, such Certificate shall promptly be returned to the holder that submitted the same to the Exchange Agent. (vii) The Exchange Agent shall make all the computations contemplated by this Section 3.1, including the determination of the number of Cash Electing Shares, Stock Electing Shares and Non-Electing Shares and, after consultation with Parent, all such computations will be conclusive and binding on the former holders of shares of the Company Common Stock absent manifest error. The Exchange Agent may, with the agreement of Parent and the Company, make such reasonable rules as are consistent with this Section 3.1 for the implementation of the Elections provided for herein as shall be necessary or desirable to effect fully such Elections.

Exercise of Election. (i) All elections made in accordance with this Section 3.1(d) 3.5 shall be made on a form designed for that purpose and mutually acceptable to the Company Liberty and Parent PRISA (a “Form of Election”) ), which Form of Election will be filed as an exhibit to the F-4 Registration Statement and mailed to the holders of record of shares of Company Liberty Common Stock as of the record date for the Company Stockholders Liberty Stockholder Meeting or such other date as Parent and the Company mutually agree (the “Form of Election Liberty Record Date”). The Form of Election shall be used by each record holder of shares of Company Liberty Common Stock as of the Liberty Record Date (or, in the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Mixed Consideration Election and must be made with respect to any or a combination of both for any and all shares of Company Liberty Common Stock held by such holder. The Company shall make available one or more Forms of Election as may be reasonably requested by any Person who becomes a holder (or beneficial owner) of shares of Company Common Stock between the Form of Election Record Date and the close of business on the day prior to the Election Date. (ii) For elections to be effectiveeffective and valid, (A) with respect to shares of Company Liberty Common Stock represented by Liberty Common Certificates, a Form of Election must be properly completed, signed and actually received by the Exchange Agent and accompanied by the Liberty Common Certificates representing all of the shares of Company Liberty Common Stock as to which such a Form of Election is being maderelates, duly endorsed in blank or otherwise in a form acceptable for transfer on the books of the Company Liberty (or accompanied by an appropriate guarantee of delivery by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 promulgated pursuant to the Exchange Act, provided that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee, or an affidavit of lost certificate certification in accordance with Section 3.2(e)4.2(g), or (B) with respect to shares of Company Liberty Common Stock that are held in book-entry form (eachform, a “Book Entry Share”), Parent Liberty shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company PRISA (either of (A) or (B), an “Election”). (iii) An Election must be received by the Exchange Agent not later than 5:00 p.m. New York City time immediately prior to the vote at the Liberty Stockholder Meeting (or any adjournment thereof) on the transactions contemplated hereby (A) the date of the Company Stockholders Meeting or, (B) if the Closing Date is more than four (4) Business Days following the Company Stockholders Meeting, two (2) Business Days preceding the Closing Date (either of (A) or (B), the “Election DateDate and Time”) in order to be effective. Any shares of Company Liberty Common Stock for which the holder of record holder has not, as of 5:00 p.m., New York City time, on the Election DateDate and Time, properly submitted a properly completed valid Form of Election Form to the Exchange Agent will shall be deemed to be Non-Electing SharesShares and entitled to receive the consideration set forth in Section 3.5(a)(iii). After a Cash Election or Stock a Mixed Consideration Election is validly made with respect to any shares of Company Liberty Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the CompanyLiberty Virginia, unless and until such Cash Election or Stock Mixed Consideration Election is properly revokedrevoked pursuant to Section 3.5(f)(v). In addition, all Forms of Election Forms shall be automatically be revoked if the Exchange Agent is notified in writing by Parent PRISA and the Company Liberty that the Merger this Agreement has been abandonedterminated pursuant to Article XI. (iv) Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be subsequently delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (v) Parent PRISA shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed, signed and timely submitted or to disregard defects in forms. Any such determination of Parent PRISA or the Exchange Agent shall be conclusive and binding, absent manifest error. Neither Parent PRISA nor the Exchange Agent shall be under any obligation to notify any Person of any defect in a Form of Election submitted to the Exchange Agent. Any shares of Company Liberty Common Stock relating to for which the holder of record holder is deemed to have not submitted a valid Election on or prior to the Election Date and Time shall be deemed to be Non-Electing SharesShares and entitled to receive the consideration set forth in Section 3.5(a)(iii). (viv) Any Cash Election or Stock Mixed Consideration Election may be revoked with respect to all or a any portion of the shares of Company Liberty Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In addition, Cash Elections Date and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article IXTime. If a Cash Election or Stock Mixed Consideration Election is revoked with respect to shares of Company Liberty Common Stock represented by a Liberty Common Certificate, such Liberty Common Certificate shall be promptly be returned to the holder that submitted the same to the Exchange Agent. (viivi) The Exchange Agent shall make all the computations contemplated by this Section 3.13.5, including the determination of the number of Cash Electing Shares, Stock the number of Mixed Consideration Electing Shares and Non-Electing Shares and, after consultation with ParentPRISA and Liberty, all such computations will be conclusive and binding on the former holders of shares of the Company Common Liberty Stock absent manifest error. The Exchange Agent may, with the agreement of Parent PRISA and the CompanyLiberty, make such reasonable rules as are consistent with this Section 3.1 3.5 for the implementation of the Elections provided for herein as shall be necessary or desirable to effect fully such Elections.

Exercise of Election. (i) All elections in accordance with this Section 3.1(d) Cash Elections, Stock Elections and Mixed Elections shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent (a “Form of Election”"FORM OF ELECTION") which will be filed as an exhibit to the F-4 Registration Statement and mailed to the holders of record of shares of Company Common Stock and Company Preferred Stock as of the record date for the Company Stockholders Shareholders' Meeting or such other date as Parent and the Company shall mutually agree (the “Form of Election Record Date”"ELECTION FORM RECORD DATE"). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in Parent and the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of Company Common Stock held by such holder. The Company shall make available one or more Election Forms of Election as may be reasonably requested by any Person all persons who becomes a holder become holders (or beneficial ownerowners) of shares of Company Common Stock between the Election Form of Election Record Date and the close of business on the day prior to the Election Date. (ii) For elections Deadline. Elections shall be made by submitting to the Exchange Agent a Form of Election. To be effective, (A) with respect to shares of Company Common Stock represented by Certificates, a Form of Election must be properly completed, signed and actually received by submitted to the Exchange Agent in accordance with Section 3.01(g) and accompanied by the Certificates representing all the shares of Company Common Stock (or, if applicable, shares of Company Preferred Stock being converted to Shares as provided in this Agreement) as to which such a Form of Election the election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company made (or accompanied by an appropriate guarantee of delivery by an Eligible Guarantor Institutionappropriate trust company in the United States or a member of a registered national securities exchange or the National Association of Securities Dealers, as that term is defined in Rule 17Ad-15 promulgated pursuant to the Exchange Act, provided that such certificates are in fact delivered to the Exchange Agent by the time required in such guarantee, or an affidavit of lost certificate in accordance with Section 3.2(eInc.)), or (B) with respect to shares of Company Common Stock that are held in book-entry form (each, a “Book Entry Share”), . Parent shall establish procedures for the delivery of such shares, which procedures shall be reasonably acceptable to the Company (either of (A) or (B), an “Election”). (iii) An Election must be received by the Exchange Agent not later than 5:00 p.m. New York City time on (A) the date of the Company Stockholders Meeting or, (B) if the Closing Date is more than four (4) Business Days following the Company Stockholders Meeting, two (2) Business Days preceding the Closing Date (either of (A) or (B), the “Election Date”) in order to be effective. Any shares of Company Common Stock for which the record holder has not, as of 5:00 p.m., New York City time, on the Election Date, properly submitted a properly completed Election Form to the Exchange Agent will be deemed to be Non-Electing Shares. After a Cash Election or Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked. In addition, all Election Forms shall automatically be revoked if the Exchange Agent is notified in writing by Parent and the Company that the Merger has been abandoned. (iv) Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be subsequently delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (v) Parent shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to reasonably determine whether Forms of Election have been properly completed, signed, signed and timely submitted or revoked and to disregard immaterial defects in formsForms of Election. Any such determination The decision of Parent (or the Exchange Agent Agent) in such matters shall be conclusive and binding, absent manifest error. Neither Parent nor the Exchange Agent shall will be under any obligation to notify any Person person of any defect in a Form of Election submitted to the Exchange Agent. Any shares of Company Common Stock relating to which the record holder is deemed to have not submitted a valid Election on or prior to the Election Date shall be deemed to be Non-Electing Shares. (vi) Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In addition, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article IX. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by a Certificate, such Certificate shall promptly be returned to the holder that submitted the same to the Exchange Agent. (vii) The Exchange Agent shall also make all the computations contemplated by this Section 3.1, including the determination of the number of Cash Electing Shares, Stock Electing Shares 3.01 and Non-Electing Shares and, after consultation with Parent, all such computations will shall be conclusive and binding on the former holders of shares of the Company Common Stock absent manifest error. The Exchange Agent may, with the agreement of Parent and the Company, make such reasonable rules as are consistent with this Section 3.1 for the implementation of the Elections provided for herein as shall be necessary or desirable to effect fully such ElectionsCompany Preferred Stock.

Exercise of Election. (i) All elections in accordance with this Section 3.1(d) Cash Elections, Stock Elections and Non-Elections shall be made on a form designed for that purpose and mutually acceptable to the Company and Parent Acquiror (a “Form of Election”"FORM OF ELECTION") which will be filed as an exhibit to the F-4 Registration Statement and mailed to the holders of record of shares of Company Common Stock Shares as of the record date for the Company Stockholders Shareholders' Meeting or such other date as Parent Acquiror and the Company shall mutually agree (the “Form of Election Record Date”"ELECTION FORM RECORD DATE"). The Form of Election shall be used by each record holder of shares of Company Common Stock (or, in Acquiror and the case of nominee record holders, the beneficial owner through proper instructions and documentation) who wishes to make a Cash Election or a Stock Election or a combination of both for any and all shares of Company Common Stock held by such holder. The Company shall make available one or more Election Forms of Election as may be reasonably requested by any Person all persons who becomes a holder become holders (or beneficial ownerowners) of shares of Company Common Stock Shares between the Election Form of Election Record Date and the close of business on the day prior Effective Time. Elections shall be made by submitting to the Election Date. (ii) For elections to Exchange Agent a duly completed Form of Election. To be effective, (A) with respect to shares of Company Common Stock represented by Certificates, a Form of Election must be properly completed, signed and actually received by submitted to the Exchange Agent and in accordance with Section 3.3(i) and, in the case of Company Shares that are not held in book entry form, accompanied by the Certificates certificates representing all the shares of Company Common Stock Shares (the "CERTIFICATES") as to which such a Form of Election the election is being made, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company made (or accompanied by an appropriate guarantee of delivery by an Eligible Guarantor Institutionappropriate commercial bank or trust company in the United States or a member of a registered national securities exchange or the National Association of Securities Dealers, as that term is defined in Rule 17Ad-15 promulgated pursuant to the Exchange Act, Inc.); provided that such certificates Certificates are in fact delivered to the Exchange Agent by within three trading days after the time required in date of execution of such guarantee, or an affidavit guarantee of lost certificate in accordance with Section 3.2(e)), or (B) with respect to shares of delivery. For Company Common Stock Shares that are held in book-book entry form (eachform, a “Book Entry Share”), Parent Acquiror shall establish procedures for the delivery of such sharesCompany Shares, which procedures shall be reasonably acceptable to the Company (either of (A) or (B), an “Election”). (iii) An Election must be received by the Exchange Agent not later than 5:00 p.m. New York City time on (A) the date of the Company Stockholders Meeting or, (B) if the Closing Date is more than four (4) Business Days following the Company Stockholders Meeting, two (2) Business Days preceding the Closing Date (either of (A) or (B), the “Election Date”) in order to be effectiveCompany. Any shares of Company Common Stock for which the record holder has not, as of 5:00 p.m., New York City time, on the Election Date, properly submitted a properly completed Election Form to the Exchange Agent Acquiror will be deemed to be Non-Electing Shares. After a Cash Election or Stock Election is validly made with respect to any shares of Company Common Stock, no further registration of transfers of such shares shall be made on the stock transfer books of the Company, unless and until such Cash Election or Stock Election is properly revoked. In addition, all Election Forms shall automatically be revoked if the Exchange Agent is notified in writing by Parent and the Company that the Merger has been abandoned. (iv) Parent and the Company shall publicly announce the anticipated Election Date at least five (5) Business Days prior to the anticipated Closing Date. If the Closing Date is delayed to a subsequent date, the Election Date shall be subsequently delayed to a subsequent date, and Parent and the Company shall promptly announce any such delay and, when determined, the rescheduled Election Date. (v) Parent shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to reasonably determine whether Forms of Election have been properly completed, signed, signed and timely submitted or revoked and to disregard immaterial defects in formsForms of Election. Any such determination The decision of Parent Acquiror (or the Exchange Agent Agent) shall be conclusive and binding, absent manifest error. Neither Parent Acquiror nor the Exchange Agent shall will be under any obligation to notify any Person person of any defect in a Form of Election submitted to the Exchange Agent. Any shares of Company Common Stock relating to which the record holder is deemed to have not submitted a valid Election on or prior to the Election Date shall be deemed to be Non-Electing Shares. (vi) Any Cash Election or Stock Election may be revoked with respect to all or a portion of the shares of Company Common Stock subject thereto by the holder who submitted the applicable Form of Election by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Date. In addition, Cash Elections and Stock Elections shall automatically be revoked if this Agreement is terminated in accordance with Article IX. If a Cash Election or Stock Election is revoked with respect to shares of Company Common Stock represented by a Certificate, such Certificate shall promptly be returned to the holder that submitted the same to the Exchange Agent. (vii) The Exchange Agent shall also make all the computations contemplated by this Section 3.1, including the determination of the number of Cash Electing Shares, Stock Electing Shares 3.3 and Non-Electing Shares and, after consultation with Parent, all such computations will shall be conclusive and binding on the former holders of shares of the Company Common Stock absent manifest error. The Exchange Agent may, with the agreement of Parent and the Company, make such reasonable rules as are consistent with this Section 3.1 for the implementation of the Elections provided for herein as shall be necessary or desirable to effect fully such ElectionsShares.