Revocations; Exchange Agent. Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. After a Cash Election, a Stock Election or a Mixed Election is validly made with respect to any Common Units, any subsequent transfer of such Common Units shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked, the Common Units represented by such Election Form shall be deemed to be No Election Units, except to the extent a subsequent election is properly made during the Election Period. 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 the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent or the Partnership or the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (El Paso Pipeline Partners, L.P.), Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.)
Revocations; Exchange Agent. Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. After a Cash Election, Election or a Stock Election or a Mixed Election is validly has been properly made with respect to any shares of Company Common UnitsStock, any subsequent transfer of such shares of Company Common Units Stock shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revokedrevoked during the Election Period, the shares of Company Common Units Stock represented by such Election Form shall be deemed to be No Election UnitsShares, except to the extent a subsequent election is properly made during the Election Period. 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 the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent or the Partnership Parties or the Exchange Agent shall be under any obligation to notify any person Person of any defect in an Election Form.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp)
Revocations; Exchange Agent. Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. After a Cash Election, a Stock Election or a Mixed Election is validly has been properly made with respect to any Company Common UnitsShares, any subsequent transfer of such Company Common Units Shares shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting it, by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revokedrevoked during the Election Period, the Company Common Units Shares represented by such Election Form shall be deemed to be No Election UnitsShares, except to the extent a subsequent election is properly made during the Election Period. 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 the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent or the Partnership Company or the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Penn Virginia Corp), Agreement and Plan of Merger (Denbury Resources Inc)
Revocations; Exchange Agent. Any election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form during the Election Period. After a Cash Election, a Stock Election or a Mixed Election is validly made with respect to any Common Units, any subsequent transfer of such Common Units shall automatically revoke such election. Any Election Form may be revoked or changed by the person submitting it, it by written notice received by the Exchange Agent during the Election Period. In the event an Election Form is revoked, the Common Units represented by such Election Form shall be deemed to be No Election Units, except to the extent a subsequent election is properly made during the Election Period. 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 the Election Forms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. None of Parent or the Partnership or the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.)
