Common use of Election Mechanics Clause in Contracts

Election Mechanics. With respect to the transfer by the Shareholders of each Common Share to the Purchaser pursuant to Section 3.1(c)(i): (a) each Minority Shareholder may elect (the “Minority Shareholder Priority Election”), in respect of each Common Share held by such Minority Shareholder, to receive the Total Per Common Share Consideration in the form of either (i) the Share Consideration, (ii) the Cash Consideration, or (iii) the Combined Consideration; (b) subject to Section 3.3, each Locked-Up Shareholder may elect, in respect of each Common Share held by such Locked-Up Shareholder, to receive the Total Per Common Share Consideration in the form of either (i) the Share Consideration, (ii) the Cash Consideration, or (iii) the Combined Consideration; (c) in order to make the election referred to in Section 3.2(a) or Section 3.2(b), a Shareholder must have deposited with the Depositary, by no later than the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such Shareholder’s election, which election shall be irrevocable and may not be withdrawn, together with the certificate(s) representing the Common Shares held by such Shareholder; and (d) any Shareholder who did not, prior to the Election Deadline, deposit with the Depositary a duly completed Letter of Transmittal and Election Form indicating such Shareholder’s election, together with the certificate(s) representing the Common Shares held by such Shareholder, or otherwise failed to fully comply with the requirements of Section 3.2(c) in respect of any Common Shares (including Shareholders who duly exercise Dissent Rights but are ultimately not entitled, for any reason, to be paid fair value for the Common Shares in respect of which they have exercised Dissent Rights) shall receive the Share Consideration for each of its Common Shares, subject to proration in accordance with Section 3.3, and, if so prorated, the a comination of the Share Consideration and the Cash Consideration with respect to each Common Share.

Election Mechanics. With respect to the transfer by the Shareholders exchange of each Common Share to the Purchaser Company Shares effected pursuant to Section 3.1(c)(i3.1(d): (a) each Minority Company Shareholder who has not exercised Dissent Rights and other than the Purchaser, Acquireco or any of their respective affiliates, may elect to receive the All Cash Consideration in respect of each Company Share held by such Company Shareholder (the such election being a “Minority Shareholder Priority Cash Election”), with such All Cash Consideration subject to proration in accordance with Section 3.3. (b) each Company Shareholder who has not exercised Dissent Rights and other than the Purchaser, Acquireco or any of their respective affiliates, may elect to receive the All Share Consideration in respect of each Common Company Share held by such Minority ShareholderCompany Shareholder (such election being a “Share Election”), to receive the Total Per Common with such All Share Consideration in the form of either (i) the Share Consideration, (ii) the Cash Consideration, or (iii) the Combined Consideration; (b) subject to proration in accordance with Section 3.3, each Locked-Up Shareholder may elect, in respect of each Common Share held by such Locked-Up Shareholder, to receive the Total Per Common Share Consideration in the form of either (i) the Share Consideration, (ii) the Cash Consideration, or (iii) the Combined Consideration;3.4. (c) in order to make the election referred to provided for in Section 3.2(a) or Section 3.2(b(b), a Company Shareholder must have deposited deposit with the Depositary, by no later than prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such Company Shareholder’s election, which election shall be irrevocable and may not be withdrawn, together with the certificate(s) any certificates representing the Common Company Shares held by such Company Shareholder; and (d) for the avoidance of doubt, any Company Shareholder who did not, (i) does not make a valid Cash Election or a valid Share Election prior to the Election Deadline, deposit Deadline in accordance with the Depositary a duly completed Letter of Transmittal and Election Form indicating such Shareholder’s election, together with the certificate(s) representing the Common Shares held by such Shareholderthis Section 3.2, or otherwise failed to fully comply with the requirements of Section 3.2(c(ii) in respect of any Common Shares (including Shareholders who duly exercise exercises Dissent Rights but are ultimately not entitledbut, for any reason, is not ultimately determined to be entitled to be paid the fair value for the Common of his, her or its Company Shares in respect of which they have exercised Dissent Rights) shall receive the Share Consideration for each of its Common Shares, subject to proration in accordance with Article 4 shall, in each case, be deemed to have transferred each of his, her or its Company Shares to Acquireco in exchange for the Combination Consideration pursuant to Section 3.3, and, if so prorated, the a comination of the Share Consideration and the Cash Consideration with respect to each Common Share3.1(h).

Election Mechanics. With respect to the transfer by the Shareholders exchange of each Common Share to the Purchaser Company Shares effected pursuant to Section 3.1(c)(i3.1(d): (a) each Minority Company Shareholder who has not exercised Dissent Rights and other than the Purchaser, Acquireco or any of their respective affiliates, may elect to receive the All Cash Consideration in respect of each Company Share held by such Company Shareholder (the such election being a “Minority Shareholder Priority Cash Election”), with such All Cash Consideration subject to proration in accordance with Section 3.3. (b) each Company Shareholder who has not exercised Dissent Rights and other than the Purchaser, Acquireco or any of their respective affiliates, may elect to receive the All Share Consideration in respect of each Common Company Share held by such Minority ShareholderCompany Shareholder (such election being a “Share Election”), to receive the Total Per Common with such All Share Consideration in the form of either (i) the Share Consideration, (ii) the Cash Consideration, or (iii) the Combined Consideration; (b) subject to proration in accordance with Section 3.3, each Locked-Up Shareholder may elect, in respect of each Common Share held by such Locked-Up Shareholder, to receive the Total Per Common Share Consideration in the form of either (i) the Share Consideration, (ii) the Cash Consideration, or (iii) the Combined Consideration;3.4. (c) in order to make the election referred to provided for in Section 3.2(a) or Section 3.2(b(b), a Company Shareholder must have deposited deposit with the Depositary, by no later than prior to the Election Deadline, a duly completed Letter of Transmittal and Election Form indicating such Company Shareholder’s election, which election shall be irrevocable and may not be withdrawn, together with the certificate(s) any certificates representing the Common Company Shares held by such Company Shareholder; and (d) for the avoidance of doubt, any Company Shareholder who did not, (i) does not make a valid Cash Election or a valid Share Election prior to the Election Deadline, deposit Deadline in accordance with the Depositary a duly completed Letter of Transmittal and Election Form indicating such Shareholder’s election, together with the certificate(s) representing the Common Shares held by such Shareholderthis Section 3.2, or otherwise failed to fully comply with the requirements of Section 3.2(c(ii) in respect of any Common Shares (including Shareholders who duly exercise exercises Dissent Rights but are ultimately not entitledbut, for any reason, is not ultimately determined to be entitled to be paid the fair value for the Common of his, her or its Company Shares in respect of which they have exercised Dissent Rights) shall receive the Share Consideration for each of its Common Shares, subject to proration in accordance with Article 4 shall, in each case, be deemed to have transferred each of his, her or its Company Shares to Acquireco in exchange for the Combination Consideration pursuant to Section 3.3, and, if so prorated, the a comination of the Share Consideration and the Cash Consideration with respect to each Common Share3.1(j).